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Company Foundation

 

COMPANY LAW IN REPUBLIC OF SERBIA

If you have the need to found a company in the Republic of Serbia and you want to do it  efficiently and  fast, our law office can do it for you. With this service we can provide you with other services regarding all business activities.

In the mean time, there is a lot of information you can find on our blog, that we often manage and write useful information about starting a business, especially to those who see their future in the IT industry and internet business.

In the following text, we will write about the procedures of starting a company and as an entrepreneur.

If you’ve made a decision to start your own business, before we get into the procedure of registration with the national registration body that is managed by the Serbian Business Registers Agency (hereinafter referred to as “SBRA”), it is necessary to make a decision in which legal form will your business be in.  According to the  Company Law of the Republic of Serbia, there are a few legal forms of businesses and they are:

  • entrepreneur;
  • limited liability company LLC;
  • general partnership;
  • limited partnership;
  • joint stock company.

In the following text our focus will be on each legal form individually, having in mind the specifics that are relevant in every legal form.

 

ENTREPRENEUR

Entrepreneur is a natural person who in order to do business in the purpose of getting profit, is obligated to be registered with the  SBRA.  If you are thinking of choosing this legal form, it is important to now the difference between  an entrepreneur and an LTD, which is that the entrepreneur is responsible for all his obligations and damages with his own personal property.

The needed documentation for the process of registration:

  • the registration application form;
  • prescribed documentation ( in original form or a certified copy);
  • proof of paying the fees for registration prescribed with the Decision on Fees for Registration and other Services Provided by the SBRA;

The procedure of registration is done by a unique centralized registration system, that is the One-stop Shop Business Registration System, and in that way, with the decision of registration the entrepreneur gets also:

  • the registration number/ID number which is given by the Republic Statistics body;
  • value added tax identification number (VAT) is given by the Tax Administration;
  • application for flat-rate taxation or payment of personal earnings;
  • certificate of the registration application which is given by the Central Register of mandatory Social Insurance;
  • a number of health insurance policyholders that is given by the Republic fond for Health Insurance.

 

LIMITED LIABILITY COMPANY

Founders of the LLC are share holders of the company capital. They combine their shares, that don’t have to be equal, that is the value of shares can be different. The smallest amount of the capital for LLCs can be 100,00 dinars. For all obligation and damages all share holders are responsible up to the amount of their shares.

Needed documentation for the process of registration:

  • the Integrated Application for Registration of Formation of Legal Entities and Other Entities and for Registration in the Unified Register of Taxpayers – limited liability company;
  • memorandum of association (resolution in case of a single-member company, or agreement in case of a multi-member company), containing certified signatures of company members;
  • proof of identity of the company member (for domestic nationals – photocopy of ID, for foreign nationals – photocopy of passport or, if an ID has been issued to the foreign national, then a photocopy thereof, or an excerpt from the register of origin, if the founder is a legal entity that is not registered with the Serbian Business Registers Agency);
  • resolution on the appointment of the representative, unless appointed in the memorandum of association;
  • bank certificate on payment of the cash contribution, if the contribution is paid in by the time of formation, or the partners’ agreement on the appraisal of the value of the in-kind contribution, if such a contribution is invested in the general partnership by the time of its formation;
  • proof of payment of the fee for registration of formation and a proof of payment of the fee for registration and publication of the memorandum of association (fees).

 

GENERAL PARTNERSHIP

Founders of a general partnership are called partners and there can be a minimum of two.  They can be legal or natural persons. They join together in order to do specific business under the same name and in the same cause, that is getting profit. The capital consists of partner shares, and the shares can be in money, things and rights. For all the obligations and damages the company is responsible with its own property.

Needed documentation for the process of registration:

  • the Integrated Application for Registration of Formation of Legal Entities and Other Entities and for Registration in the Unified Register of Taxpayers – general partnership;
  • the charter of partnership, containing certified signatures of partners;
  • proof of identity of the partner (for domestic nationals – photocopy of ID, for foreign nationals – photocopy of passport or, if an ID has been issued to the foreign national, then a photocopy thereof, or an excerpt from the register of origin, if the founder is a legal entity that is not registered with the Serbian Business Registers Agency);
  • resolution on the appointment of the representative, unless appointed in the charter of partnership;
  • bank certificate on payment of the cash contribution, if the contribution is paid in by the time of formation, or the partners’ agreement on the appraisal of the value of the in-kind contribution, if such a contribution is invested in the general partnership by the time of its formation;
  • proof of payment of the fee for registration of formation and a proof of payment of the fee for registration and publication of the charter of partnership (fees).

 

LIMITED PARTNERSHIP

Founders of the limited partnerships, there can be a minimum of two, are called limited partner and just a partner. They join together in order to do specific business under the same name and in the same cause, that is getting profit. The specifics of this legal form is that the partner is responsible for the obligations without limitations and with all of his property, and the limited partner is responsible just up to the amount of his shares in the company capital. Whit both of them, the company is responsible for all obligations and damages with it`s own property.

Needed documentation for the process of registration: 

  • the Integrated Application for Registration of Formation of Legal Entities and Other Entities and for Registration in the Unified Register of Taxpayers – limited partnership;
  • the charter of partnership, containing certified signatures of partners;
  • proof of identity of the partner (for domestic nationals – photocopy of ID, for foreign nationals – photocopy of passport or, if an ID has been issued to the foreign national, then a photocopy thereof, or an excerpt from the register of origin, if the founder is a legal entity that is not registered with the Serbian Business Registers Agency);
  • resolution on the appointment of the representative, unless appointed in the charter of partnership;
  • bank certificate on payment of the cash contribution, if the contribution is paid in by the time of formation, or the partners’ agreement on the appraisal of the value of the in-kind contribution, if such a contribution is invested in the general partnership by the time of its formation;
  • proof of payment of the fee for registration of formation and a proof of payment of the fee for registration and publication of the charter of partnership (fees).

 

JOINT STOCK COMPANY

Joint stock company is a legal form of a company whose capital consists of stock. The capital is divided into stocks with their nominal value, which means that their total amount, that is the value of all given stock must be the amount of the capital.

Stake holders that are starting the company must firstly register the joint stock company, they must also give their shares in the minimum amount of 25% of the capital (the smallest amount of the stock company cannot be lower then 3.000.000,00 dinars).

Needed documentation for registration:

  • the Integrated Application for Registration of Formation of Legal Entities and Other Entities and for Registration in the Unified Register of Taxpayers – joint stock company;
  • memorandum of association containing certified signatures of company members, articles of association of the company, signed by the company members;
  • certificate issued by the credit institution that shares have been paid up in cash, or appraisal of the in-kind contribution by a licensed appraiser, or certificate of the competent authority on the appraisal of the value of the in-kind contribution in compliance with the law;
  • resolution on the appointment of the directors, or members of the board of directors, or the chairperson of the board of directors, unless they have been appointed in the articles of association;
  • resolution on the appointment of the members of the supervisory board, if the corporate governance of the company is organized through a two-tier system, unless they have been appointed in the articles of association;
  • resolution on the appointment of the members of the executive board, if the corporate governance of the company is organized through a two-tier system;
  • resolution on the appointment of the company’s representatives, unless they have been determined in the articles of association;
  • proof of payment of the fee for registration of formation and a proof of payment of the fee for registration and publication of the memorandum of association and a proof of payment of the fee for registration and publication of the articles of association (fees).