Incorporating a Company in Serbia for a Client: What Corporate Service Providers Need to Know

The request lands on a paralegal’s desk at a corporate service provider on a Monday morning. A prospective client wants a Serbian company for an online betting business. The email is short: a fee schedule for company formation and a bank account, “any other necessary services”, and the timeframes and requirements for the licence. The partner would like a proposal by Friday.

If that’s your desk, most guides to Serbia won’t help much. They’re written for the founder: which legal form, how much share capital, how quickly the registry works. You need to know what to scope, what to ask your client for, which parts of the timeline depend on other people, and how the work divides between you, your client and a firm on the ground in Belgrade.

We’re HLB TM, a Belgrade accounting, tax and advisory firm and a member of the HLB Global network, and intermediaries bring us exactly this kind of brief. Here’s how a Serbian incorporation fits together when you’re preparing it for someone else.

Table of contents:

What a Serbian incorporation actually includes

On paper, incorporation is a single registration. In practice, your client is buying a short sequence of steps, and only some of them happen at the registry.

• Registration with the Serbian Business Registers Agency (Agencija za privredne registre, or APR). For a limited liability company (društvo sa ograničenom odgovornošću, or DOO), the application is filed electronically only. The founder can file it, or a proxy holding the founder’s power of attorney.
• Tax number and VAT application in the same procedure. The same filing gives the company its registration number (matični broj) and its tax identification number (poreski identifikacioni broj, or PIB), and it carries the VAT application.
• A registered seat in Serbia. Every company needs a seat (sedište) in Serbia, the place its business is managed from. A client with no office here can use a registered address service. We provide one, including receiving and forwarding official mail.
• The beneficial owner record. After registration, the company records its beneficial owner in the Central Records of Beneficial Owners (Centralna evidencija stvarnih vlasnika, or CESV) within a statutory deadline, with the supporting documents, and confirms the record every year. A proxy can’t make this entry during an electronic incorporation. The company’s legal representative, usually the director, does it afterwards, so plan ahead for how they’ll access the register.
• A bank account. It can be opened without your client travelling, through a local attorney holding a proper power of attorney. The bank runs its own checks and makes its own decision.
• Accounting from the first month. As a rule, bookkeeping and reporting obligations start at registration, even before the company trades, and VAT obligations once it’s in the VAT system.

If your client wants the founder’s view of the same process, our page on company formation in Serbia sets out the legal forms, documents and steps.

What we’ll need from your client

The founders’ documents are where most of the calendar goes, so this is the list to send your client first.

• For an individual founder: a copy of their passport.
• For a corporate founder: an extract from its home business register, on paper (an original or a certified copy). APR doesn’t currently accept electronic extracts, so the paper extract is digitised for the electronic filing by a notary or by the attorney who files the application.
• Legalisation: a document certified abroad needs an Apostille if the issuing country is a party to the Hague Convention, unless a bilateral agreement with Serbia removes that requirement. If the country is neither a party nor covered by such an agreement, full legalisation applies.
• Translation: every document in a foreign language goes with a Serbian translation by a certified court interpreter.
• Power of attorney: if an individual founder authorises someone who isn’t an attorney-at-law to file, the founder’s signature has to be certified. Authorising an attorney avoids that step.
• The ownership chain: a chart from the founder up to the natural persons who ultimately own or control it. The beneficial owner record, our checks and the bank all rely on it.

Then there are four decisions the founder makes before anything is filed: the legal form, the predominant activity (pretežna delatnost) registered with APR, the share capital and the registered seat. If the founder is a foreign company still weighing a subsidiary or a branch, that choice comes first, because the two are set up and run differently.

When the business needs a licence, the licence sets the plan

Your client’s email asks about the licence and the company in the same breath. That’s the right instinct: in a regulated activity, the licence decides how the company should be built.

Take games of chance. Under Serbia’s Law on Games of Chance (Zakon o igrama na sreću), the organiser has to be a legal entity registered in Serbia, so the company comes first and the licence application follows. As the law sets it out, several incorporation decisions then have to fit the licence:

• Predominant activity. The company’s registered predominant activity has to be games of chance and betting.
• Share capital. For some licence types, the law prescribes a minimum share capital. It has to be registered and maintained for as long as the licence is held, so a figure chosen “just for the registry” won’t do.
• Ownership. The application documents the ownership structure up to the beneficial owner.
• The founders’ own paperwork. The regulator asks for the founding act, a business plan, the founders’ financial statements, and evidence from the competent authorities that the founders, owners and connected persons haven’t been convicted of criminal offences.
• Later changes. For some licences, a change of ownership after the licence is granted needs prior approval. The structure should be settled before the application, not adjusted after it.

The regulator is the Games of Chance Administration (Uprava za igre na sreću), part of the Ministry of Finance. Its official website is where to check the current requirements before you quote anything to your client.

We should be clear about our part. We don’t obtain gaming licences: that’s the regulator’s process, usually run with specialist counsel. What we do is build the company the licence sits on and keep it compliant: an incorporation that matches the licence requirements, a registered seat, the bank account process, and accounting and tax from the first month. The same holds for any licensed activity, so tell us early, and the incorporation is designed around the licence instead of being redone for it.

KYC when you’re the intermediary

You’ve probably already run due diligence on your client. We’ll still run our own, and it helps to explain why before your client asks.

• We’re an obliged entity. Under Serbia’s Law on the Prevention of Money Laundering and the Financing of Terrorism, accounting firms and banks are obliged entities. Accounting firms are supervised by the Administration for the Prevention of Money Laundering (Uprava za sprečavanje pranja novca). Each of us identifies the client and its beneficial owner.
• Not meeting in person means enhanced measures. When the client isn’t physically present for identification, the law requires enhanced due diligence: more documents, more verification and a record of why. The same applies when the structure includes an offshore entity, when the client is a politically exposed person, or when it’s linked to a country with strategic deficiencies in its anti-money-laundering systems.
• Relying on your KYC is possible only in limited cases. The law allows it under strict conditions, and the responsibility stays with us. In practice, we’ll ask for the documents ourselves even when your file is complete.
• Gaming sits in a higher risk category. Serbia’s national risk assessment rates casinos and online games of chance as medium-high risk. Expect more questions, from us and from the bank, than for an ordinary trading company.

None of this is an obstacle; it’s part of the schedule. When your client knows from the start what will be asked and the documents are ready, KYC stops being the stage where weeks disappear.

How to scope and quote it for your client

Your client asked for a fee schedule. The useful answer is a scope, split the way the costs actually fall.

• One-off: the incorporation, setting up the registered seat, the bank account process and the first beneficial owner record.
• Recurring: the registered address service, accounting and tax compliance, and payroll if the company will employ people.
• Outside our scope: the licence work by specialist counsel, the regulator’s own fees, and anything the licence itself demands of the company, such as share capital at the required level.

We don’t publish a price list, because the structure, the founders’ home countries and the activity all change the work. Once we understand the case, a fixed fee is often possible, and we’ll tell you which parts depend on volume.

As for timing, the registration itself is usually the shortest part. Three things drive the calendar: getting the founders’ documents certified, apostilled and translated abroad; the bank’s own review; and, in a licensed activity, the regulator’s process. Build your client’s timeline around those three, not around the registry.

Working together: three parties, one plan

When an intermediary is involved, a few things are easier to agree at the start than to fix later.

• Who talks to whom. Whether we work through you, directly with your client or both, we agree one point of contact on each side. Communication runs in English.
• What goes direct. Some things have to come from your client rather than through you: identity documents for KYC, signatures on the power of attorney and answers to the bank’s questions.
• Who owns which decision. The founder decides the legal form, activity, capital and seat. You coordinate. We advise on how each choice plays out in Serbia, and the practical steps here can be handled for you.
• What happens after incorporation. Agree early whether you’ll stay in the loop once the company is running, or whether we’ll work with your client directly from then on.

We work with foreign-owned companies across sectors, including FlixBus, Toshiba and Paysend, so we set up each incorporation with the compliance that follows it in mind.

After incorporation: what your client is signing up for

Incorporation is where the cost of a Serbian company starts, not where it ends. Before your client signs, make sure they know what the company needs every month and every year.

• Every month: bookkeeping, VAT returns if the company is in the VAT system, and payroll if it has employees. Our accounting services cover the ongoing work from the first month, and payroll comes in when the company starts hiring.
• Every year: annual financial statements, corporate income tax and the annual check of the beneficial owner record. Our overview of the taxes your client’s company will pay is a good brief to forward.
• Throughout the year: keeping registry data current, decisions documented and official mail answered. That’s the corporate compliance work that keeps a foreign-owned company in good standing.

If your client will run the company from abroad, our guide to running a Serbian company as a non-resident director covers what that looks like month to month.

Frequently asked questions

Can the incorporation be done without our client travelling to Serbia? As a rule, yes. Registration is electronic and can be filed by a proxy with a power of attorney, and the bank account can be opened through a local attorney with the right authority. Your client does need to sign and certify documents in their own country, so plan for that step.

Can you send us a fee schedule? We’d rather quote the case than send a generic list. Send us a short description and we’ll come back with a scope split into one-off and recurring services. A fixed fee is often possible once we understand the business.

How long does it take, end to end? It depends more on the documents than on the registry. Preparing the founders’ papers abroad, the bank’s review and, for a licensed activity, the regulator’s process set the pace. Once we’ve seen the documents, we can give you a realistic timeline.

Can you help with a gaming or betting licence? Not with the licence itself. That goes through the Games of Chance Administration, usually with specialist counsel. We can set up the company to match the licence requirements and look after its accounting and tax compliance from the start.

We’ve already done KYC on our client. Do you still need to? Yes. As an obliged entity under Serbian anti-money-laundering law, we identify the client and its beneficial owner ourselves, and so does the bank. Relying on another firm’s KYC is allowed only in limited cases, with the responsibility staying with us.

Does the company need a Serbian director or a local shareholder? No. As a rule, Serbian company law doesn’t require the director or the owners to be Serbian citizens or residents, and a company can be wholly foreign-owned. What needs planning is practical: who signs, who the bank and the Tax Administration deal with, and who records the beneficial owner. If the director will also work in Serbia, residence and work permits are a separate question.

Talk to us

If you’re preparing a Serbian incorporation for a client, send us a short description of the case through the form below: the activity, who the founders are, and when your client needs to be up and running. We’ll tell you how we’d scope it, what we’ll need from your client, and where the timeline is likely to depend on others.