LTD

Branch
Representative office

Opening a company in Serbia is not simple but when the ownership structure is non-
complex, the process can be completed in just over 10 business days. For example,
that would be the case if the owner(s) is a natural person, physically present in
Serbia at the moment of notarization of the Founding Act. The more complex cases,
especially in case the owner would be a foreign legal entity, or a natural person who
is not physically present in Serbia, which requires remote company establishment,
usually takes a bit longer.

A new business is established after the registration procedure before the Serbian
Business Registers Agency and the opening of a corporate bank account in Serbia.

Before you register your company, there are other business decisions and steps that
you must make such as:

Choosing an Adequate Legal Form for You

Making decisions regarding the ownership structure
Choosing the Appropriate Business Name for Your Company
Choosing the Business Address
Choosing the prevailing business activity of Your Company
Appointing the Managing Director of Your Company
Making decisions regarding the amount of the share capital
Choosing the bank, you wish to open a Company’s business bank account
Choosing an accountant
Drafting the Memorandum of Association (MoA)
Notarizing the Signature(s) of the company founder(s) on the MoA
When all the documents and forms are finalized and submitted to the Business
Registers Agency, your company will get the final certificate of incorporation and
you will be able to open a business bank account and start performing your business
activities.

Types of Company Formation in Serbia

Soul Finance doo PIB: 112775616

Bulevar Zorana Đinđića 45V, 11000 Beograd, Matični broj: 21736872
Srbija Račun: 265-1100310079406-63
office@soulfinance.rs Raiffeisen Banka AD Beograd
www.soulfinance.rs
Choosing the right form for your company is of utmost importance. Based on this
decision you will either make it or break it.

Namely, when deciding on the form, it is necessary to consider several factors, such
as the type of business activity, the size of the company, the number of employees
and founders, etc. All these factors should be taken into account when choosing the
right form.

Forms of companies recognized by Serbian law are:

Limited liability company ( LLC )

Branch
Representative office

A limited liability company (LLC) is the most common form that the clients choose
since it is the most appropriate form for the majority of different business activities.

Under the Law, LLC represents a company in which 1 or more company members
are shareholders in the company’s share capital. The minimal amount of share
capital is 100 dinars (less than 1 EUR).

Generally speaking, the members are not liable for the company’s obligations. More
precisely, they are liable only up to the number of their stakes invested in the
company. This would basically mean that if you invested 100 EUR, you will be liable
up to that amount.

Company Formation in Serbia: Procedure

The company formation procedure is very similar for all business entities, having a
simple and straightforward structure. The procedure of opening a company in Serbia
includes drafting the acts and preparing the necessary documentation required for
the company formation, such as signatures, passport copies, forms, etc.

Future company owners may also need to go to a local public notary, find a (virtual)
office for their company and set up a bank account.

Soul Finance doo PIB: 112775616

Bulevar Zorana Đinđića 45V, 11000 Beograd, Matični broj: 21736872
Srbija Račun: 265-1100310079406-63
office@soulfinance.rs Raiffeisen Banka AD Beograd
www.soulfinance.rs
Basically, the above-mentioned steps can be summarized as collecting the necessary
documentation and drafting essential acts so that you can proceed to the next step
– company registration.

Therefore, in the first 15 days since registering at the BRA, the entity must submit its
first tax application, known as the advanced tax application. Besides the purpose of
applying and registering a new entity with the tax authorities, the point of this
advance tax obligation is also to subjectively evaluate the potential profit of the
company in the first year of starting a business. This evaluation is the factor that
would set the company’s tax obligation for that year.

Moreover, you might have additional obligations if you register as a VAT taxpayer.

Bearing in mind that not everybody is or should be knowledgeable in the procedures

before the tax authorities, soliciting an accounting company in Serbia is always
recommended.

Company Registration in Serbia

The company registration in Serbia is done in the Serbian Business Registers Agency
(hereinafter: BRA) which enables the company, along with registration, to receive:

Company number (CN)

Tax identification number (TIN)
Health insurance number, issued by the National Health Insurance Fund (NHIF)

In general, foreigners can establish a company in Serbia under the same conditions
as domestic persons.

However, there are certain specificities regarding the company formation procedure
itself, when a founder is a foreign person.

Therefore, the fact that the presence of the founder is completely avoidable, makes
the whole procedure very convenient for everyone who is interested to go through
this quickly. In fact, every step of the process can be completed by the person
empowered by the Power of Attorney, even the signing of the Memorandum of
Association if the person is given a special Power of Attorney.

Moreover, depending on what is your country of origin, in order for the documents
(such as special Power of Attorney) from your country to be accepted for
international use:
Soul Finance doo PIB: 112775616
Bulevar Zorana Đinđića 45V, 11000 Beograd, Matični broj: 21736872
Srbija Račun: 265-1100310079406-63
office@soulfinance.rs Raiffeisen Banka AD Beograd
www.soulfinance.rs
the document has to pass the procedure of the so-called full legalization or
you have to put an apostille on the document or the apostille may not be required.
What obligation will exist for you depends on whether the state from which the
document originates is a signatory to the Hague Convention on the abolition of the
need to legalize foreign public documents.

Bank Account
After the BRA enacts the decision on the registration of the company, you will need
to open the company’s bank account in the bank of your choice.

The list of documents that is necessary for a bank account opening in Serbia can
differ depending on the bank you choose. However, in most cases, the bank will ask
for the following documents:

A BRAs decision on company registration

An application for opening a bank account
A form of notarized signatures of persons authorized for representation (OP form)
A card with deposited signatures of the bank
The identity proof of managing directors/representatives
The bank’s additional documentation such as a request for online banking or a
contract for opening an account in each currency, etc.

The procedure of opening a bank account of a company established in Serbia by a

legal person is more complicated, as, in addition to the listed paperwork, requires
submitting additional paperwork (Personal identification document of the end
owner of a legal entity, the company’s founder, in the form of an excerpt from the
competent authority’s register and the founding act of the company’s founder).

Opening a Branch Office in Serbia

Another possible way of doing business in Serbia is through a branch office.

A branch office of a foreign or domestic company is a separate organizational unit of

that company on the territory of the Republic of Serbia through which the company
conducts its business activities.

Soul Finance doo PIB: 112775616

Bulevar Zorana Đinđića 45V, 11000 Beograd, Matični broj: 21736872
Srbija Račun: 265-1100310079406-63
office@soulfinance.rs Raiffeisen Banka AD Beograd
www.soulfinance.rs
Therefore, both domestic and foreign companies can open a branch office in Serbia.
Additionally, the branch does not operate in the place of the registered seat of the
company, but outside, with the aim of performing activities in one or more other
places (cities).

What is specific to a branch is that the prevailing business activity of the branch may
(or may not) differ from the prevailing business activity of the parent company.

For example, if the prevailing activity of the parent company is computer

programming, the prevailing activity of the branch may be consulting activities.

Furthermore, the representative of the branch and the representative of the parent
company do not have to be the same person.

Finally, the branch office does not have the status of a legal entity, unlike the parent
company. This practically means that the branch acts in the name and on behalf of
the parent company, and the parent company is unlimitedly liable for the
obligations of its branch towards third parties arising from the branch’s business
activity.
Branch office, same as LLC, have to submit annual financial statements and
corporate income tax.

Opening a Representative Office in Serbia

A representative office is the parent company’s separate organizational unit that can
perform preliminary and preparatory actions with the aim of concluding legal
transactions for the parent company. The representative office is not a legal entity
and is authorized to conclude legal transactions only in the course of its current
business operations.

In other words, the representative office cannot conclude business contracts on

behalf of the parent company, nor conduct business in Serbia on behalf of the
parent company. The representative office has the legal capacity to conclude only
legal transactions related to the ongoing operations of that representative office.

Therefore, when it is necessary for a foreign company to trade goods and services
through its business unit in Serbia, it is more appropriate to register a branch office,
because the branch has the right to trade goods and services and makes a profit
from a business – unlike the representative office.

Soul Finance doo PIB: 112775616

Bulevar Zorana Đinđića 45V, 11000 Beograd, Matični broj: 21736872
Srbija Račun: 265-1100310079406-63
office@soulfinance.rs Raiffeisen Banka AD Beograd
www.soulfinance.rs
Registration of Ultimate Beneficial Owners (UBO)

One of the last steps in the process of founding a company is the registration of the
Ultimate Beneficial Owner, which the company is obliged to register within 15 days
after the company’s formation.

Namely, all registered subjects such as companies, branches of foreign companies,

representative offices of foreign companies, associations, foundations, and
endowments are obliged to register the Ultimate Beneficial Owner.

As previously mentioned, in order to register the Ultimate Beneficial Owner, the

Managing director has to obtain an electronic signature from one of the Certification
bodies in Serbia. Afterward, by using the electronic signature, the Ultimate
Beneficial Owner has to be registered within The Central Records of Beneficial
Owners before the BRA.

Soul Finance doo PIB: 112775616

Bulevar Zorana Đinđića 45V, 11000 Beograd, Matični broj: 21736872
Srbija Račun: 265-1100310079406-63
office@soulfinance.rs Raiffeisen Banka AD Beograd
www.soulfinance.rs