With this text we aim to point out to potential market players in Serbia basic issues with which they will acquaint themselves when founding, i.e., registering a company and starting to do business in Serbia. We wish to make those first steps in doing business in Serbia as simple as possible, i.e., to help you understand the initial legal setup process and the actions needed to ensure compliance with applicable regulations for newly founded legal entities.
Further in the text, we shall elaborate on the basic questions the company’s founders should pay attention to when founding a company.
CHOOSING A LEGAL FORM
The first step is to choose one of the possible legal forms prescribed by the Companies Law in Serbia, one that will suit your needs the most.
The Law on companies knows five basic legal forms for doing business in Serbia:
- Registered Partnership;
- Limited Partnership;
- Limited Liability Company;
- Joint Stock Company.
Additionally, both foreign and domestic companies in Serbia can form branches and representative offices.
Choosing the legal form should be done in accordance with your business plans. Each of the possible forms brings with it different rights and responsibilities and can be suitable for a certain way of doing business or for a certain stage in the company’s development.
In this text, we shall explain only a Limited Liability Company (LLC), as it is the most common way of doing business in Serbia. This legal form showed to be most suitable for performing a wide specter of commercial activities (of course, not all). One of the main characteristics of this legal form is that the founder is not responsible with his personal property for the Company’s obligations (except in the case when conditions for piercing the corporate veil or enforced liquidation are met).
SETTING UP A LIMITED LIABILITY COMPANY (LLC) IN SERBIA
Founding and initially setting up an LLC in Serbia is significantly simplified when compared to the SEE region and it can be finished within an estimated period of 15 days with very low expenses.
The company’s registration is done by the Business Register Agency of the Republic of Serbia (BRA), based on the submitted Registration application and notarized Articles on Incorporation signed by the Company’s founder(s). Articles on Incorporation must have notarized signatures of the Company’s founders and notarization can also be done abroad, in front of the competent authority of the founder’s country – most commonly it is done in front of a public notary.
Articles on Incorporation need to contain the following information:
- The Company’s business name and registered address;
- The Company’s prevailing activity;
- Information on the Company’s founders, i.e., shareholders;
- Percentage of share of each of the Company’s founders in the total basic capital of the Company;
- Total amount of the Company’s basic capital;
- The amount of pecuniary capital and the estimation of value and description of the non-pecuniary part of the basic capital of the Company;
- Due date for payment, i.e., investment of the inscribed share in the Company’s basic capital;
- Determination of the Company’s governing bodies and their authorities.
In addition to the Articles on Incorporation, it is necessary to prepare other documents as well, needed in different stages of the procedure or certain situations.
Depending on the actual case, you will most likely need:
- Extract from the official business register for all founders of the Company, and for all companies in the group’s ownership structure leading up to the ultimate beneficial owner – a natural person;
- Copy of passport / Identity Cards for founders who are natural persons;
- Copy of passport / Identity Cards for the Company’s directors;
- Power of Attorney, if some actions in the procedure are to be done via proxy;
- Notarized Specimen Signature List, which some Banks ask to be presented if the Company’s account is to be done remotely, via proxy.
It is recommended to prepare the entire documentation in advance, to carry out the procedure as efficiently as possible, as, for certain obligations, the law prescribes deadlines in which they must be undertaken (e.g., the registration of the beneficial owner must be carried out within 15 days from the date of company registration).
All documents must be submitted in the original, translated into Serbian. Depending on the country of issuance, in some cases, it is necessary to obtain an apostille or carry out a full legalization procedure for foreign documents.
The pre-prepared set of documents, together with the completed registration application, should be submitted to the Business Registers Agency for registration. The BRA checks the correctness of the submitted application within 5 working days and, if all conditions are met, issues a Decision on the registration of a new business entity, to which it assigns a registry ID number and a tax identification number (TIN), which are unique for each entity.
Useful pieces of advice:
To facilitate the entire process, below we provide an overview of the most common questions that arise in practice when defining the Articles on Incorporation, as well as a couple of suggestions to effectively conduct the founding process:
- If the founder is a foreign legal entity, it will be necessary to check how the obligation to legalize documents issued by the founder’s country is regulated in Serbia (do you need an apostille or maybe there exists an obligation of full legalization)
- When choosing the business name of the company, it’s necessary to check whether the desired business name is free, i.e., whether there is a similar business name already used by another company, in which case, the registration is not possible;
- When founding a company, you need to define its prevailing activity. This is to be done per the Regulation on Classification of Activities. Just one prevailing activity can be registered on the BRA website, but the Company can also perform other activities following applicable regulations. For registration or performance of certain activities a previous license or permission of the state authorities is required;
- The minimum share capital of an LLC is RSD 100,00 (about 1,00 EUR). It is advisable to register a larger amount because it contributes to creating the impression of the existence of a serious intention regarding the future business of the company. The share capital is registered at the time of foundation, but the payment can be made within 5 years from the date of registration. The amount of the basic capital should be determined according to the development strategy, considering that the consequences can be significant (e.g., depending on whether a quick sale of a part of the company is planned (share transfer), in which case the value of the capital affects the tax burden of the transaction; whether financing from loans is planned or a significant amount is needed for the initial financing of the company’s operations);
- Mandatory bodies of an LLC are the assembly (constituted by all members/founders of the company) and at least one director (who represents the company). To make daily operations of the company more easily executed, it’s possible to register several directors, and if necessary, limit their powers for certain activities (e.g., by co-signature of the assembly member or other director);
- The director can be both a domestic or foreign legal entity or a natural person, and under certain conditions, the director doesn’t need a work or residence permit to perform his function;
- Keep in mind that a company is a separate legal entity that is liable for its obligations exclusively with its assets (except in case of rare exceptions provided by the law).
The seat of the company (registered business address)
Every company must register its business seat, which must be in the Republic of Serbia.
When choosing the seat of the company, keep in mind that in this way you indirectly choose the organizational unit of Tax administration under whose authority the work of the company falls, as well as the center of the company’s business activities.
At this place, it’s necessary to ensure the presence of at least one person who will take care of the receiving of the post and managing the company’s documentation. Certain documents must be kept at the registered address of the company and that is often subject to control by the state authorities. Also, failure to receive Tax Administration shipments may result in the blocking of the company’s TIN.
For companies that don’t need a permanent office and business space, a more economical choice is a virtual office. In that way, permanent reception of incoming mail, and document management can be ensured under the law.
A virtual office could be a recommended and more economical solution for companies that, at least in the initial phases of business, don’t need to employ many people and don’t need an office space. By choosing a virtual office, the company can significantly reduce costs in the initial phases of its operations. The virtual office service most often includes the registration of the company’s business address, reception and management of mail, and document management. Often, the virtual office service is accompanied by the right to periodically use a conference space or a certain number of offices for the occasional work of certain employees.
Opening a bank account
After company registration with BRA is completed, it’s necessary to open a bank account so that the company can become fully operational.
Choosing a bank is also an important moment in business. When making this choice, consider which country is the founder of the company from, which countries you most often do business with, whether the bank’s credit policy is important to you, and whether you already have existing cooperation with a certain bank. All of this can affect the process of opening an account, but also the efficiency and costs of further business through the bank.
It is always recommended that the parent and daughter companies do business through the same bank, i.e., a group of banks, or to enable the main part of transactions with the same bank (because of fees and speed of transactions).
Keep in mind that every bank has its regulations governing the process of opening an account and for further business operations with the client and that every bank uses its model contracts and forms.
That is why it is necessary to prepare all documentation on time, in which case the account opening procedure itself can be completed within one week.
Registration of a beneficial owner of the Company
The newly founded company will have an obligation to register its beneficial owner with the Business Register Agency within 15 days from its formation. The beneficial owner should be registered in the Central Registry of the beneficial owners, maintained by the BRA.
A beneficial owner is a natural person who owns majority ownership in the company (more than 25% of ownership) or has a prevailing influence in the decision-making process of the company. Determining the beneficial owner needs to be done in the manner defined by the Law on Central Register of the Ultimate Beneficial Owners.
Failure to fulfill this obligation is punishable with a fine in the range of RSD 500.000,00 to 2 million for the Company and RSD 50.000,00 to 15.000,00 for the responsible person in the Company.
A beneficial owner can be registered only by the legal representative of the legal entity, over the BRA platform, using his qualified electronic signature. Since a deadline for registration of the UBO is 15 days from the day of registration of the company, it’s useful to initiate a procedure to obtain an electronic certificate/qualified electronic signature as soon as possible, considering that this procedure takes several days, which can be more complex if the director is a foreigner who doesn’t intend to come to Serbia in that period.
Qualified electronic signature
A qualified electronic signature is a digital substitute for a handwritten signature. An electronic certificate for creating a qualified electronic signature must be issued by the appropriate certification body (e.g., Chamber of commerce, Ministry of the interior, Post of Serbia).
In addition to the registration of the beneficial owner (explained above) qualified electronic signature is necessary to sign and submit financial reports of the company.
The process of issuing an electronic certificate usually takes 5 – 7 days.
It is important to note that the electronic certificate must be collected personally by the person to whom the certificate is issued (this action can’t be done by a proxy). We consider this solution impractical, especially if the legal representative of the company is outside of the Republic of Serbia, because it requires his/her mandatory arrival in Serbia even after the registration of the company, to receive the certificate.
Costs of establishing an LLC
It can be said that the costs of establishing a company in Serbia are low and they include the following expenses:
- One-time fee of approximately EUR 50 should be paid to the BRA for company registration.
- There are costs for the certification of documents (specifically the Incorporation act), which are different in different countries. If the certification is done in Serbia, the cost in question is approximately 3,00 EUR per signature of a natural person, i.e., 10,00 EUR per signature of a representative of a legal entity if the legal entity is the founder.
- Translation costs, depending on the language from which the translation to Serbian is done and the number of pages, but the approximate fee is EUR 12,00 per page of 800 characters.
- The costs for legalization of documents (e.g., expenses for obtaining apostille).
In addition to the above, you could expect travel expenses, if you chose to undertake some actions personally. But those expenses can be avoided if you decide to establish a Company via an attorney, acting as your proxy in this process based on the issued PoA which can limit your actual involvement in the procedure to a minimum.
Within 15 days of its registration, the company must submit a tax application for advance determination of corporate income tax.
From a tax perspective, it’s also important to note that a company can opt to be registered as a VAT payer in front of the BRA in the initial phase of its registration. This choice is based on the company’s future business plans. The obligation to enter the VAT system, regardless of the choice of the company, exists if the turnover of the company in the previous 12 months is greater than RSD 8,000,000.00.
The accountant is an inseparable factor in company operations and our advice is to choose your accountant before founding the company so you can plan your tax policy and obligations in time, considering short-term and long-term business plans.
STATE SUBSIDIES, GRANTS, AND CREDITS
When starting a business, it is advisable to check if there are available state subsidies and business incentives for your company.
There are numerous bodies that at the state, regional, or local level help business entities (e.g., with more favorable loans, tax reliefs, etc.), which can be a significant stimulus for business development.
The general framework for the possibility to receive support from the state is defined by the Law on Investments, while the subsidies and loans are most often defined by bylaws.
In the text below you can find a few useful links where you can find information about current subsidies and incentives at the state level:
- ras,gov.rs (Serbia’s Development Agency);
- privreda.gov.rs (Ministry of Commerce);
- fondzarazvoj.gov.rs (Development Fund);
- inovacionifond.rs (Innovation Fund);
- nsz.gov.rs/live/info/konkursi?page=0 (Employment Agency);
- rav.org.rs (Development Agency of Vojvodina);
- subvencije.rs (Info on Agricultural Subsidies).
Monitoring of possible subsidies and other incentives provided by the local government should be done according to the registered address of the company, that is, information should be obtained from the Local Economic Development Programs of the local government on whose territory the company operates.
The state usually helps in some of the next ways:
- Giving subsidies,
- Giving tax incentives and reliefs and tax exemptions,
- Providing customs incentives,
- Reducing and refunding the mandatory social insurance payments,
- Leasing or disposing of real estate in public ownership.
We advise all companies to inform themselves in detail about the relevant legal regulations that apply to all aspects of their business from the beginning of their operations.
The basic law that regulates the founding and operation of business entities is the Company Law of the Republic of Serbia.
However, to achieve full compliance with applicable regulations, knowledge of numerous other laws is required, both general ones that apply to all legal entities (e.g., The Law on Accounting, Labor Law, Fiscalization Law, Law on Archives), and ones that regulate the activity of your company.
Considering the complexity and diversity of applicable regulations, to ensure compliance, specific knowledge is needed from various legal areas (labor law, protection of personal data, prevention of money laundering, consumer protection, safety, and health at work, etc.).
Only with ensured compliance of your business activity with applicable regulations you can effectively define work processes and focus on the business itself, avoiding potentially high fines for non-compliance.
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