Establishing a company in Serbia – Where to start?
If you want to open/establish a limited liability company in the Republic of Serbia, you need to follow the appropriate procedure as well as obtain and prepare the appropriate documentation.
In order to save you time and bring the process of establishing a business company in the Republic of Serbia closer, we have prepared an overview of the most important data related to this process.
I. Procedure for establishment of D.O.O.
Establishment and registration are done before the Agency for Business Registers.
From May 17, 2023, the registration, i.e. the establishment of business companies (including LLCs as one of the most common forms of business companies) in the Republic of Serbia is possible only and exclusively electronically, through a special user application (eRegistration).
Therefore, the possibility of submitting an application for the establishment of business companies at the counter of the Agency for Business Registers in paper form has been completely abolished.
Mandatory electronic registration of the establishment refers to the following legal forms:
- Limited Liability Company (LLC);
- Limited partnership;
- Joint-stock company.
This procedure is truly something new, but essentially it only changes the form of submitting the registration application for the establishment. All other obligations and the documentation that must be submitted as well as the procedures are the same, so bearing that in mind, we will go through the most important features that LLC as a form of a business company has to have.
There are also those that are important for the functioning of the LLC, but they should also be taken into account when registering or establishing a limited liability company.
In order to establish a Limited Liability Company, it is necessary that it has an appropriate founding act. For one-member LLCs it is a founding decision, whereas for multi-member LLCs it is a Founding Agreement.
For the foundation act, it is necessary that the signatures of the founders be notarized.
Headquarters and registered activity
The headquarters must be on the territory of the Republic of Serbia.
Only one – predominant activity is registered, but the company can also perform other activities (if it meets the necessary conditions);
Basic (registered) capital
The minimum amount of basic capital for an LLC in the Republic of Serbia is RSD 100.00. The founder is not obliged to pay the share capital at the time of registration, but it is possible to establish/register an LLC without paying the stipulated share capital.
In that case, the LLC will have share capital that has been registered but not paid, with the obligation of the founder to make the payment within 5 years from registration.
The founder of an LLC can be a legal or natural person, domestic or foreign. What do these different types of founders need to submit?
|Natural person||Domestic||Submit proof of identity (read ID card) during registration|
|Foreign||Submit a copy of a valid passport as proof.|
|Legal person||Domestic||Submit an extract from the register of business companies as well as data and proof of the identity of the legal representative of that legal entity.|
|Foreign||Submit an extract from the appropriate register of the state of which the legal entity is a resident (the extract must be certified and confirmed by an appropriate apostille) as well as copies of valid passports for the legal representatives of such legal entity.|
As seen from the table above, or the founder who is a domestic natural person, it is necessary to submit proof of identity (read ID card) during registration. If it is a foreign natural person, it is necessary to submit a copy of a valid passport as proof.
In the event that the founder is a legal entity that is a resident of the Republic of Serbia, it is necessary to submit an extract from the register of business companies as well as data and proof of the identity of the legal representative of that legal entity.
If it is a foreign legal entity, it is necessary to submit an extract from the appropriate register of the state of which the legal entity is a resident (the extract must be certified and confirmed by an appropriate apostille) as well as copies of valid passports for the legal representatives of such legal entity.
Probably the most significant specificity of the electronic form of submitting the registration application is that all documentation must be appropriately digitized.
The entire procedure of registration, i.e. establishment of an LLC, can also be performed through a representative, and we at UNIJA can fully implement this procedure for you.
II. Effect of D.O.O. registration.
By registration or entry in the register with the Agency for Business Registers LLC acquires the status of a legal entity, i.e. it acquires legal subjectivity and can be considered established.
Acquiring legal personality means that this legal entity can participate in legal transactions and undertakes all necessary actions to obtain profit, as the basic goal of the establishment. Also, by registering, a legal entity gets its own identity, which is reflected in its own:
- Business name;
- Addresses of headquarters;
- Registration/identity number;
- Tax identification number;
- Legal representative as a natural person who is authorized to enter into business relations in the name and on behalf of the company.
III. Administrative management of a business company
Headquarters of the company
If you still do not have business premises, we offer you the possibility to temporarily register your company at the headquarters of the Union in Belgrade, more precisely at the address: Bulevar Mihajla Pupina 165 G, 11070 Belgrade-Novi Belgrade. The business premises are in accordance with all legal regulations.
We will digitize all your mail and send it electronically to your email every day. Preparing e-banking accounts and issuing invoices are only the most common tasks, but we will take care of everything else to keep your company running as smoothly as if you had a full-time administrative staff.
Leave the management of business books to us, and we will make sure that they are kept in accordance with all relevant regulations. At the same time, we will regularly inform you about your company’s operations and advise you in the area of accounting and taxes. Salary calculation, management of personnel records, and other personnel services can also be our concern and we guarantee that they will be in accordance with the applicable regulations and your expectations. Of course, we will also take care of timely and accurate reporting to state institutions.
Since our experts are familiar with Serbian legislation, they will be able to more easily explain the specifics to which you should pay special attention in your business.
Get constant insight into your company’s business books from wherever you are. Through our e-accounting, you will be able to check the credibility of received invoices and review all business documentation from our e-archive.
If in connection with the process of establishment of D.O.O. in the Republic of Serbia, you have additional questions, we will be happy to advise you.
Establishing a limited liability company in Serbia is easier with us, so we hope that we have helped you with some important information that you needed regarding this topic. For more information visit unija.com/sr.