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Information About Company Esatblishment in Serbia

1. Types of Companies

The Serbian Company Law regulates companies under four categories, and both domestic and foreign individuals or legal entities interested in doing business in Serbia have the right to establish any of these company types or become a partner in an existing company.
  • - Limited Liability Company (Društvo s ograničenom odgovornošću, d.o.o.)
  • - Joint-Stock Company (Akcionarsko društvo, a.d.)
  • - General Partnership (Ortačko društvo, o.d.)
  • - Limited Partnership (Komanditno društvo, k.d.)

Additionally, commercial activities can also be conducted through branch offices and representative offices.

1.1. Limited Liability Company

The limited liability company is the most preferred company type by small and medium-sized domestic and foreign entrepreneurs in Serbia. It can be established by one or more individuals or legal entities, with a maximum of 50 shareholders. The liability of the shareholders is limited to their capital contributions. Limited liability companies require a minimum registered capital of at least 100 RSD (approximately 1 Euro). The capital can be paid in cash or in kind. In limited liability companies, the director is the legal representative of the company. The director is not required to be a Serbian citizen or have a residence permit in Serbia. Additionally, the director can also be one of the company shareholders.

1.2. Joint-Stock Company

A joint-stock company is a company with a specified capital divided into shares, where shareholders are only liable to the extent of their commitments to the company. Compared to other types of companies, it is the most complex to establish. It can be established by one or more individuals or legal entities. During the establishment phase of the company, shareholders of a joint-stock company sign the articles of association and the company's bylaws. Joint-stock companies require a minimum registered capital of at least 3,000,000 RSD (approximately 25,000 Euros). The capital can be paid in cash or in kind.

1.3. General Partnership

A general partnership is a company established by two or more individuals or legal entities, where all partners are jointly and severally liable for all debts and obligations of the company. There is no minimum capital requirement for general partnerships.

1.4. Limited Partnership

A limited partnership is established by at least two partners, one being a general partner with unlimited liability for the company's debts, and the other being a limited partner with liability limited to the capital contributed. Two or more individuals can be partners in a limited partnership. There is no minimum capital requirement for limited partnerships.

1.5. Others

Foreign investors interested in operating in Serbia can also conduct their activities through branch offices or representative offices, in addition to the mentioned company types. Opening a branch office of a foreign company is possible in Serbia, but since branches are subject to registration, the process is not significantly different from establishing a new company. A foreign branch is defined as a separate organizational unit of a company engaged in commercial activities in accordance with the law. The branch does not have a separate legal personality but can conduct activities on behalf of the company. Foreign companies can also open a representative office in Serbia. The representative office does not have a separate legal personality from the parent company in Turkey. The representative office primarily carries out supportive activities (advertising, product promotion, finding customers, etc.) on behalf of the parent company in Serbia. Representative offices are not allowed to engage in commercial activities, and therefore, they are not subject to corporate tax obligations.

2. Company Formation Procedure

All companies established by domestic or foreign individuals or legal entities in Serbia are required to register with the Serbian Business Registers Agency (APR). While the registration process typically takes about seven business days, it is important to follow the application steps properly to avoid any delays. Companies established by foreign individuals or legal entities are considered Serbian companies regardless of whether they have a Serbian partner or not, and they operate under the same conditions as domestic companies. Additionally, it is not necessary for foreign individuals or representatives of foreign legal entities to be present in Serbia to complete the company establishment. Our team provides detailed guidance on the necessary procedures for a company to be fully established and operational. The company formation procedure in Serbia is conducted through the Serbian Business Registers Agency, and the steps to be followed during the company establishment process are as follows:

2.1. Selection of Company Type

To establish a company in Serbia, one of the mentioned company types must be selected. The establishment costs vary depending on the chosen company type.

2.2. Selection of Trade Name

Trade names should include certain essential elements such as the company's name, legal form, and registered office location. Additionally, trade names should comply with restrictions specified in laws, regulations, and guidelines. Trade names should be unique and not identical or too similar to existing names. This can be checked through the records of the Serbian Business Registers Agency.

2.3. Selection of Activity Code

All legal entities and commercial organizations are required to select their activity codes (the main activities they will primarily engage in). The activity code represents the main activity through which a company primarily generates profit. Selecting the main activity does not prevent the company from conducting other activities unless otherwise specified.

2.4. Declaration of Address

Instead of a physical office, it is possible to lease a virtual office and register the company's main office at that address, independent of the location where the activities are carried out. Virtual offices are used to register a company's address, receive mail, provide administrative support to companies, answer phone calls, etc. These offices offer several advantages, particularly for newly established companies, including cost savings and flexibility, as they can operate independently of the main activity center.

2.5. Preparation of Incorporation Decision

The incorporation decision (articles of association in the case of a single-partner company or the founding agreement in the case of multiple partners) needs to be notarized. The company's incorporation decision should include the following information: company name, registered address, main activity type (NACE code), capital amount, names of company partners, their identification/passport numbers, addresses (in the case of a partner being another company, the company name, tax number, country of registration, and registry entry), shares of each partner, the capital amount of each partner, name of company representative, their identification/passport number, address, whether the company's establishment is limited in duration, information about persons authorized to sign on behalf of the company, information about the supervisory board and auditor if applicable, etc.

2.6. Opening a Temporary Bank Account

A temporary account needs to be opened at a bank, and registration fees must be paid. The temporary account opened at the bank will be activated with the documentation obtained from the Serbian Business Registers Agency.

2.7. Applying to the Serbian Employment Agency, Documents required for the application:

  • • Application registration form
  • • Signature circulars of the company shareholders and notarized company establishment decision
  • • Photocopy of passport for foreign citizens, photocopy of identity document if there is a Serbian citizen partner, certified copy of the trade register if the founder is a legal entity
  • • Bank approval for the capital to be paid in cash before incorporation
  • • Payment receipts for company establishment fees
  • • Power of attorney if the application is made by proxy
Once the approval process is completed, the company registration is published on the APR's official website. A printed copy of the APR's Decision on company registration is provided to the company's authorized person upon request. Such request must be specified separately at the time of application.

2.8. Sworn Translation

All documents in a foreign language used in the application must be translated into Serbian by a sworn translator.

2.9. Opening a Commercial Bank Account

In case the founders/shareholders will not pay the founding capital before registering the company, they are required to open a bank account in one of the banks in the Republic of Serbia and deposit the capital after the company registration is completed.

2.10. Obtaining Tax Identification Number and Registration Number

After the company registration is completed, it is necessary to obtain a tax identification number (PIB) from the Tax Administration of Serbia (PURS) and a registration number from the Statistical Office of Serbia.

2.11. Filing Social Security Applications

Necessary applications must be made for compulsory insurance and other social security payments (social insurance, health insurance and unemployment insurance) for company partners and employees.

2.12. Stamp and Seal

Depending on the need, a sufficient number of official stamps of the company should be printed. On the other hand, although it is not mandatory, in practice, it is still requested to seal documents such as contracts, etc., so it is also beneficial to have a seal printed.

2.13. Provision of qualified electronic signature/certificate

A qualified electronic signature is required for electronic signing, submission and approval of documents, and an electronic certificate is required for the submission of the company's annual financial statements and tax returns. We assume that you need a reliable partner to set up a company and provide support related to accounting, tax and payroll services. You can contact our team who will assist you in these matters and all other activities.

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