COMPANY FORMATION IN SERBIA
If you are planning to establish a company in Serbia, our law office can assist you throughout the registration process and provide legal support in connection with starting and operating your business.
Our company formation services include legal advice on choosing the appropriate business structure, preparation of incorporation documents, electronic registration with the Serbian Business Registers Agency (SBRA), and assistance with related corporate and regulatory matters. We also advise foreign individuals and companies on establishing and operating businesses in Serbia.
You can also find useful information on our blog, which we update regularly, particularly for those interested in the IT industry and online business.
Below, we explain the main legal forms of business organisation in Serbia and the procedures for company formation and registration of entrepreneurs.
LEGAL FORMS OF BUSINESS IN SERBIA
Before starting the registration procedure with the Serbian Business Registers Agency (SBRA), you need to decide which legal form is most suitable for your business.
Under the Serbian Law on Companies, business activities may be carried out by an entrepreneur or through one of the following legal forms of companies:
Entrepreneur;
Limited liability company (LLC);
General partnership;
Limited partnership;
Joint stock company.
An entrepreneur is a natural person engaged in business activities, while limited liability companies, general partnerships, limited partnerships and joint stock companies are separate legal entities.
Since May 17, 2023, applications for the formation of companies must generally be submitted electronically through the SBRA registration system. Entrepreneurs may register either electronically or by submitting an application in paper form.
In the following sections, we describe the main characteristics of each legal form and the documentation required for registration.
ENTREPRENEUR
An entrepreneur is a natural person who carries out a registered business activity for profit. Unlike a limited liability company, an entrepreneur does not have a separate legal personality and is personally liable for obligations arising from their business activities with their entire personal assets.
The documentation required for registration generally includes:
Application for registration of an entrepreneur;
Proof of the entrepreneur’s identity;
Proof of payment of the prescribed registration fee;
A permit, consent or other act of the competent authority, if required by a special law as a condition for registration;
A power of attorney, if the application is submitted by an authorised representative.
Registration is carried out through the One-stop Shop Business Registration System, which enables entrepreneurs to obtain their registration number and tax identification number (PIB), as well as to submit certain tax and social insurance applications, where applicable.
Depending on the statutory requirements and the nature of their business activities, entrepreneurs may opt for flat-rate taxation, taxation based on accounting records, or payment of personal earnings for tax purposes.
The choice of taxation method, as well as any applicable VAT registration and social insurance obligations, should be considered before submitting the registration application.
LIMITED LIABILITY COMPANY (LLC)
A limited liability company (LLC) is one of the most commonly used legal forms for conducting business in Serbia.
An LLC may be established by one or more natural or legal persons. Its members hold ownership interests in the company, which do not have to be equal.
The minimum registered share capital of an LLC is RSD 100, unless a higher amount is prescribed by a special law.
Contributions do not have to be paid or made before registration. However, the memorandum of association must specify the period within which members are required to provide their contributions, which may not exceed five years from the date of adoption of the memorandum.
The company is liable for its obligations with all its assets. As a general rule, its members are not personally liable for the company’s obligations, except in cases expressly provided by law, including abuse of the rules on limited liability.
The documentation required for registration generally includes:
Electronic application for registration of company formation;
Memorandum of association (a resolution for a single-member company or an agreement for a multi-member company), electronically signed or properly digitised in accordance with the law;
Proof of identity of the founders, where required (an identity document for natural persons or an extract from the relevant register for legal entities not registered with the SBRA);
Resolution on the appointment of the company’s representative, unless appointed in the memorandum of association;
Bank confirmation of payment of a cash contribution, if paid before registration, or the relevant documentation concerning the valuation of an in-kind contribution, if made before registration;
Payment of the prescribed registration fee.
The company may have one or more directors. Depending on its corporate governance structure, it may also have a supervisory board.
GENERAL PARTNERSHIP
A general partnership is established by at least two partners, who may be natural or legal persons, for the purpose of carrying out business activities under a common business name.
The partners’ contributions may consist of cash, assets, rights, work or services, in accordance with the law.
The partnership is liable for its obligations with all its assets. In addition, the partners are jointly and severally liable for the partnership’s obligations without limitation, with all their personal assets.
The documentation required for registration generally includes:
Electronic application for registration of company formation;
Partnership agreement, electronically signed or properly digitised in accordance with the law;
Proof of identity of the partners, where required;
Resolution on the appointment of the partnership’s representative, unless appointed in the partnership agreement;
Bank confirmation of payment of a cash contribution, if paid before registration, or the relevant documentation concerning the valuation of an in-kind contribution, if made before registration;
Payment of the prescribed registration fee.
LIMITED PARTNERSHIP
A limited partnership is established by at least two members, one of whom must be a general partner and the other a limited partner.
The main characteristic of this legal form is the difference in liability between these two categories of partners.
A general partner has unlimited liability for the partnership’s obligations, with all their assets.
A limited partner is generally not personally liable for the partnership’s obligations if their agreed contribution has been fully paid or made. Otherwise, the limited partner may be jointly and severally liable to creditors, together with the general partners, up to the amount of the outstanding contribution. Additional statutory exceptions to limited liability may also apply.
The partnership itself is liable for its obligations with all its assets.
The documentation required for registration generally includes:
Electronic application for registration of company formation;
Partnership agreement, electronically signed or properly digitised in accordance with the law;
Proof of identity of the partners, where required;
Resolution on the appointment of the partnership’s representative, unless appointed in the partnership agreement;
Bank confirmation of payment of a cash contribution, if paid before registration, or the relevant documentation concerning the valuation of an in-kind contribution, if made before registration;
Payment of the prescribed registration fee.
JOINT STOCK COMPANY
A joint stock company is a legal entity whose share capital is divided into shares.
Shares may be issued with or without a nominal value. Where shares have a nominal value, the total nominal value of all issued shares represents the company’s share capital.
The minimum share capital of a joint stock company is RSD 3,000,000, unless a higher amount is prescribed by a special law.
Before registration, the founders must pay or contribute at least 25% of the share capital. The paid-in cash portion of the share capital may not be lower than the statutory minimum.
A joint stock company may have a one-tier or two-tier corporate governance structure, depending on its articles of association.
The documentation required for registration generally includes:
Electronic application for registration of company formation;
Memorandum of association, electronically signed or properly digitised in accordance with the law;
Articles of association, signed by the founders;
Confirmation issued by a credit institution regarding cash contributions, or the relevant documentation concerning the valuation of in-kind contributions;
Resolution on the appointment of the director or members and chairperson of the board of directors, unless appointed in the articles of association;
Resolution on the appointment of the members of the supervisory board, in the case of a two-tier governance structure, unless appointed in the articles of association;
Resolution on the appointment of the members of the executive board, where applicable;
Resolution on the appointment of the company’s representatives, unless appointed in the articles of association;
Payment of the prescribed registration fee.
COMPANY FORMATION FOR FOREIGN FOUNDERS
Foreign natural and legal persons may establish companies in Serbia under substantially the same conditions as domestic persons, subject to any restrictions prescribed by applicable law.
The legal form most frequently chosen by foreign founders is the limited liability company (LLC), primarily because of its relatively simple corporate structure, low minimum share capital and limited liability of its members.
Based on a duly executed power of attorney, our law office can prepare the necessary incorporation documents and submit the electronic registration application to the Serbian Business Registers Agency.
Documents issued abroad, such as powers of attorney or extracts from the registers of foreign companies, may require an apostille or other form of legalisation, unless an applicable international agreement provides otherwise. Documents in foreign languages generally require a certified translation into Serbian.
Following registration, the company opens a business bank account in Serbia. Banks are required to carry out customer due diligence, including identifying the company’s representatives and beneficial owners. Depending on the bank’s procedures and the circumstances of the case, their physical presence may be required.
Companies subject to beneficial ownership reporting must register their beneficial owners in the Central Register of Beneficial Owners within 30 days of incorporation and upload the documents supporting their identification, unless these obligations have already been fulfilled during the electronic incorporation procedure.
If a foreign founder or director intends to reside or work in Serbia, they may need the appropriate residence and work authorisation, depending on their circumstances and the applicable legal requirements. Our law office can also assist with these procedures.
We communicate with clients in English and handle all proceedings in Serbian.
Disclaimer: The information provided on this page is for general informational purposes only and does not constitute legal advice. While we make reasonable efforts to keep the information accurate and up to date, legal requirements and registration procedures may change. The specific requirements for establishing a business in Serbia depend on the circumstances of each case. We recommend obtaining professional legal advice before making any business or legal decisions.