Company Registration in Serbia: A Clear Runway for Foreign Founders

Let’s Start with the First Question I Always Get

Can a foreign citizen or an overseas company actually own and register a business in Serbia?

Let’s make it simple: Yes, absolutely.

Serbia’s framework is fully open to foreign ownership. But here’s the part that brings the most relief to the executives I work with: you don’t even need to be physically present in Serbia to make it happen. The entire formation process can be handled remotely through a Power of Attorney (PoA) delegated to a trusted local partner.

Now, you may have heard that the official company registration in Serbia itself is fast — the Serbian Business Register typically issues a decision within five working days. And that’s true.

However, a decade of experience has taught me that a successful launch isn’t determined by that five-day sprint. It’s won or lost in the preparation that happens before you submit a single document. Getting these initial steps right is the key to avoiding delays and building a compliant foundation from day one.

In this guide, we’ll walk through that exact blueprint.

Table of Contents:

Part 1: The Foundation — 3 Key Decisions Before You Register

A fast company registration means nothing if the foundation is weak. Before a single form is filled out, my most successful clients focus on getting these three strategic decisions right.

1. Your Business Structure: The d.o.o. is Your Gold Standard

While Serbian law offers various legal structures, let’s simplify this immediately. For over 99% of foreign companies I’ve worked with, the right — and only — choice to consider is the Limited Liability Company (d.o.o. or LLC).

In Serbian, this is a društvo sa ograničenom odgovornošću. Think of it as the universally recognized structure that protects the owners from the company’s debts and obligations. It establishes a clear, separate Serbian legal entity, which is exactly what you want for compliance, banking, and contracts.

What about a Branch Office?

The main alternative is a Branch Office (ogranak). However, it’s crucial to understand the difference: a Branch is an extension of the parent company, not a separate legal entity. This means your foreign parent company is directly liable for all the activities and debts of its Serbian operation. For this reason, most investors prefer the liability shield of a d.o.o.

(While other forms like partnerships and joint-stock companies exist, they are designed for very specific, complex local situations and are rarely suitable for international expansion.)

2. Your Company Name: Be Unique

Your company name must be unique in the Serbian Business Registers Agency (SBRA) database. It can be in any language using the Latin alphabet, but it can’t be identical or confusingly similar to an existing company. A quick search on the SBRA’s online portal can verify availability in minutes.

3. Your Company Director: Local or Foreign?

Every Serbian company must have at least one appointed director. This individual is legally responsible for the company’s operations. The director can be a Serbian citizen or a foreign national.

If you appoint a foreign director, be aware that this will require them to obtain a Serbian residency and work permit. This is a critical step in your operational timeline and something we plan for carefully with our clients.

Part 2: The Core Process — Drafting the Paperwork

With your foundational decisions made, it’s time to create the single most important document for your new company.

Step 1: Prepare the Memorandum of Association (MoA)

The Memorandum of Association (or Osnivački akt in Serbian) is your company’s founding charter. Think of it as the constitution for your business. It formalizes all your key decisions into one legal document.

While templates exist, getting this document right is critical. It must be drafted perfectly in Serbian and contain the following key information:

• Founder(s) Information: Full details of the owners, whether they are individuals or a foreign parent company.
• Company Name & Registered Address: The official name and Serbian address you decided on.
• Primary Business Activity: You must declare a “core activity code” that best represents your main business function. While your company can perform other activities, this code of activity is for official classification. If your primary business focus changes later, this can be updated.
• Share Capital: You must state the initial share capital. The legal minimum is symbolic (less than €1), but we always advise on a practical amount to cover initial bank fees and setup costs.
• Director(s) and Authority: The full details of the appointed director(s) and the scope of their powers to represent the company.

💡 Pro Tip: Use a Virtual Office for Your Registered Address
Instead of immediately leasing expensive physical office space, most of our clients start with a virtual office. This is a smart, cost-effective service that provides you with a legal registered address, handles your incoming mail, and satisfies all legal requirements without the high overhead of a physical lease. It’s the perfect solution for getting started quickly and flexibly.

Step 2: Notary Verification — Making it Official

This isn’t just a formality; it’s a mandatory legal step. The Memorandum of Association must be certified by a registered Notary Public in Serbia.

The founders (or their designated representative) must sign the document, and the notary verifies their identity and the legality of the act. This is where the Power of Attorney (PoA) we discussed earlier becomes critical, as it allows your local partner in Serbia to handle this step on your behalf.

Step 3: Submit Your Company Registration Package to the SBRA

With your notarized Memorandum of Association in hand, you’re ready for the final step in the formal registration process: submitting your complete application package to the Serbian Business Registers Agency (SBRA), or Agencija za privredne registre (APR).

This is the official finish line. Your submission package must be complete and accurate. It will include:

• The Official Application Form: A standardized registration form that formally requests the creation of your d.o.o.
• Your Notarized Memorandum of Association (MoA): The master document we prepared and had certified in the previous steps.
• Proof of Identity for the Founder(s): A clear copy of their passport (for an individual) or a recent, authenticated extract from the business registry of your home country (for a corporate founder).
• Proof of Payment: A bank receipt confirming you have paid the state registration fees.

⚠️ Crucial Tip for Corporate Founders:
The extract from your foreign business registry is where many applications get delayed. It must be a recent copy, officially translated into Serbian by a certified court interpreter, and typically needs to be authenticated with an Apostille stamp. Getting this document prepared correctly before you start the process is one of the most important time-saving actions you can take.

Receiving Your Company’s “Birth Certificate”

Once your complete package is submitted, the clock starts. The SBRA is legally required to process the application and issue a Decision on Registration within five business days.

This decision is the document you’ve been waiting for. It contains your official company registration number (matični broj) and your Tax Identification Number (PIB).

Congratulations! At this point, your Serbian company officially exists.

Part 3: Post-Registration — Activating Your Business

Your company officially exists on paper, but to hire staff, issue invoices, and operate legally, a few more steps are essential. This is the activation phase, where we turn your registered entity into a fully functional business.

Step 1: Open Your Corporate Bank Account

Your SBRA registration decision is the key that unlocks the Serbian banking system. With this document, you can open a permanent corporate bank account. While each bank has its own specific forms, you will generally need to provide your registration decision, the director’s passport, and a list of authorized signatories.

Expert Tip: A local partner can significantly speed up this process by helping you navigate the specific KYC (Know Your Customer) requirements for foreign-owned entities, which can vary between banks.

Step 2: Get Compliant with the Tax Authority

This involves two critical, interconnected tasks that must be handled promptly.

A) File Your Initial Tax Application
This is a time-sensitive step that many new companies miss. Within 15 days of your official registration date, you must file an initial tax application with the Tax Administration. This declares your company’s existence for corporate income tax purposes and is typically handled by your appointed accountant.

B) Secure Your Director’s Qualified Electronic Signature (QES)
Serbia’s government services are highly digitized. To file tax returns, submit annual financial reports, and manage employee registrations, your company director needs a QES.

Crucial Logistical Point: To obtain the signature, an application is submitted to an official certification body. However, the director must typically collect the final certificate in person. We always help our clients plan for this to ensure it doesn’t become a logistical bottleneck.

Step 3: Make the Strategic VAT Decision

One of the first financial decisions you’ll face is whether to register for Value-Added Tax (VAT, or PDV in Serbian).

The rule is straightforward: if your projected revenue in any 12-month period will exceed RSD 8,000,000 (approximately €68,000), you are legally required to register for VAT.

Below this threshold, registration is optional. The right choice depends entirely on your business model — who your customers are and the nature of your expenses. This is a key strategic decision with long-term cash flow implications, and it’s one of the first things a good advisor will discuss with you.

Your Runway is Clear, But the Journey Continues

As we’ve walked through, registering a company in Serbia is a logical, step-by-step process. It’s not an insurmountable maze. With a clear map, you can navigate the path from initial decision to a fully registered entity, ready for business.

But registration is just the first milestone.

The ongoing journey involves the day-to-day realities of staying compliant: managing monthly accounting, processing payroll according to Serbian Labour Law, optimizing your tax position, and preparing annual financial reports.

This is where choosing the right partner becomes the most critical decision you’ll make. A reliable advisor doesn’t just file paperwork; they understand your business, anticipate your needs, and turn the complexities of Serbian compliance into a strategic advantage for you.

How We Can Help

At HLB TM Belgrade, this is our core mission. We provide the integrated support that allows our clients — from ambitious startups to global leaders like PowerChina and Paysend — to focus on their growth, not on bureaucracy.

We guide you through the entire lifecycle:

• Company Formation: Handling the entire company registration process seamlessly.
• Accounting & Tax: Providing ongoing bookkeeping, tax optimization, and annual reporting.
• Payroll & HR: Managing everything from compliant employment contracts to monthly payroll processing.

If you are looking for a dedicated partner in Serbia to ensure your expansion is built on a foundation of compliance and efficiency, I invite you to start a conversation with us here.