Company Secretarial Services in Serbia: A Guide for International Investors

You’ve searched for “company secretarial services in Serbia” and found less than you expected. That’s because in Serbian corporate law, the role of a company secretary — as you know it in your home market — doesn’t formally exist.

But that doesn’t mean the underlying work isn’t required. Every Serbian company still has ongoing compliance obligations: maintaining statutory records, filing corporate changes with the Business Registers Agency (APR), managing shareholder meetings, keeping a registered office, and responding to regulatory requirements. In your home market, that work sits with the company secretary. In Serbia, it’s distributed across accounting firms, legal counsel, and corporate service providers.

If you’re setting up a Serbian entity from abroad — particularly if you’re coming from a market where a company secretary is a standard part of corporate governance — this guide explains what corporate secretarial work actually looks like in Serbia and how it’s typically delivered.

At HLB TM, we handle this work for foreign-owned Serbian entities as part of our broader accounting and compliance service. As part of the HLB Global network, we support clients from a range of international markets who bring specific expectations about how corporate compliance should be organised.

Table of contents:

What company secretarial services mean internationally

In many international jurisdictions — particularly those with corporate governance frameworks that inherit from common law traditions — the “company secretary” is a formal, often legally required role. Their responsibilities typically include:

• Maintaining statutory registers (shareholders, directors, and, in some jurisdictions, the secretary role itself)
• Preparing and filing annual returns and other statutory forms with the corporate registry
• Managing board meetings and shareholder assemblies — agendas, minutes, resolutions, notices
• Ensuring compliance with the applicable corporate governance code
• Acting as the primary point of contact between the company and the corporate registry
• Serving as an officer of the company alongside the directors

For companies coming from jurisdictions where this role is standard practice, engaging a company secretary — either in-house or through a specialised firm — is a natural part of every new entity setup.

When those companies expand internationally, the first instinct is to look for the same service in the new market. That’s why “company secretarial services in Serbia” is a common search — even though the specific role isn’t part of Serbian corporate law.

Why Serbia doesn’t have a formal company secretary role

Serbian corporate law is governed by the Companies Act (Zakon o privrednim društvima). Under this framework:

• A limited liability company (d.o.o. — the most common form for foreign-owned entities) must have at least one director, who is the legal representative of the company. The director can be a foreign national and doesn’t need to be a Serbian resident.
• A company must have a shareholders’ assembly, which meets at least annually.
• For joint-stock companies (and, rarely, for LLCs that opt in via their memorandum), a supervisory board may exist under a two-tier governance structure.

There is no legally mandated company secretary role. The compliance responsibilities that a company secretary would handle in other jurisdictions — filings, records, meeting administration, governance — are the responsibility of the company itself, typically executed by the director or delegated to external service providers.

This is a structural difference in how Serbian corporate law approaches governance, not an oversight or gap. It distributes the workload differently.

The corporate compliance work that IS required in Serbia

Not requiring a formal secretary doesn’t mean there’s less compliance work. Every Serbian legal entity carries ongoing obligations that map closely to what a company secretary would handle elsewhere.

Registered office address

Every Serbian entity must have a registered address in Serbia. A virtual office is legally acceptable and commonly used by foreign entities without physical premises in the country.

Director appointment and changes

At least one natural person must serve as director. Any change — appointment, resignation, replacement, change of authority — must be filed with APR within short statutory deadlines. Missed deadlines carry penalties.

Statutory records

The company must maintain internal registers: shareholders, directors, decisions of the shareholders’ assembly, and other corporate actions. These records must be available for inspection during audits, transactions, or regulatory reviews.

Shareholder meetings

The shareholders’ assembly must meet at least once a year to approve the annual financial statements and take other legally required decisions. Meeting minutes and resolutions must be documented and retained.

APR filings for corporate changes

Any change in the company’s registered information — director, address, share capital, ownership structure, business name, activities — must be filed with APR promptly. This includes changes that seem administrative at first glance but carry significant regulatory weight.

Annual financial statement filing

Every entity files annual financial statements with APR after year-end, in a specific format and by a statutory deadline. This is closely coordinated with the accounting function.

Corporate governance considerations

A Corporate Governance Code exists in Serbia, primarily for listed companies on the Belgrade Stock Exchange. For private companies it’s not binding, but foreign-owned entities often adopt governance practices from the parent’s home market — and this needs to be reflected in the Serbian entity’s internal documentation to hold up during audit, group review, or transaction due diligence.

Who typically delivers these services in Serbia

Because there’s no dedicated company secretary role, the compliance work is distributed among service providers. Foreign-owned entities usually organise this in one of two ways.

Split across specialists

Some entities work with several providers, each covering part of the picture:

• An accounting firm for financial compliance, statutory filings, and record maintenance
• Legal counsel for governance matters, meetings, and complex resolutions
• A separate provider for registered office or virtual office

This can work, but it creates coordination overhead. No single provider has full context on what’s happening across the entity, and gaps between providers are where compliance issues tend to appear.

Integrated through one provider

Firms like HLB TM handle the full compliance package as part of a broader engagement:

• Registered office (virtual office) service
• Accounting and financial compliance
• APR filings for corporate changes
• Statutory record maintenance
• Support for the shareholders’ assembly and other corporate actions
• Coordination with legal counsel when specialised legal work is needed
• English-language communication with the parent company throughout

For most foreign-owned entities, especially those starting operations in Serbia for the first time, the integrated model is meaningfully simpler than managing multiple providers.

What international investors should look for in a Serbian provider

If you’re evaluating providers for the compliance work that would sit with your company secretary elsewhere, a handful of questions separate a genuine fit from a mismatch.

English-language communication. Every report, filing summary, and question delivered in English by default. If your team also needs coordination in another language, confirm that specifically.

Foreign-owned entity focus. A provider whose main clientele is domestic Serbian small businesses may not have the operational patterns for working with an overseas parent, coordinating with international counsel, or delivering documentation in a form your home office recognises.

Integrated compliance offering. Because the “company secretarial services” bundle in your home market doesn’t map to a single Serbian service line, the practical answer is a provider that delivers the underlying work as part of a broader engagement — accounting, compliance filings, registered office, and support for corporate actions in one place.

International network access. For groups with multi-country operations, membership in an international network makes Serbian compliance easier to coordinate with what’s happening at parent level. HLB TM is part of the HLB Global network, with sister firms across the major business jurisdictions worldwide.

Track record with clients from your region. Providers who already serve international clients across multiple markets have the operational habits your setup requires. It’s worth asking directly.

For a broader view of what setting up in Serbia involves beyond corporate compliance alone, see our foreign employer’s guide to Serbia.

Frequently asked questions

Do we need a company secretary to register a company in Serbia?
No. Serbian corporate law does not require a company secretary role. The only mandatory corporate role is that of director, and at least one natural person must serve in that capacity.

Who maintains our statutory registers if there’s no company secretary?
The company itself is legally responsible. In practice, foreign-owned entities delegate this to their accounting firm or corporate service provider, which maintains registers, prepares filings, and supports shareholder meetings on the company’s behalf.

Can our company secretary at head office handle Serbian corporate compliance?
Not directly. Serbian filings must be prepared according to Serbian requirements — in the correct format, in Serbian language, with the correct supporting documentation, and often signed with a qualified Serbian electronic signature. Coordination with your head office company secretary is common and useful, but the actual Serbian-side work needs to be handled locally.

What’s the difference between this and standard accounting or bookkeeping?
Accounting and bookkeeping cover the financial side of compliance — recording transactions, preparing statements, filing tax returns. Corporate secretarial work covers the governance side — meetings, resolutions, registers, changes to the corporate structure. Foreign-owned entities typically need both, and organising them through the same provider avoids gaps.

What happens if we don’t handle these compliance obligations?
Missed filings, undocumented decisions, or expired records can trigger penalties from APR and the Tax Administration. More importantly, they create problems at audit time, during any corporate transaction (M&A, restructuring, sale), or when the parent’s group compliance function reviews the Serbian entity.

Do we need a registered office in Serbia?
Yes. Every Serbian entity must have a registered address in Serbia. This can be a physical office if you have one, or a virtual office if you don’t. Virtual office is legally accepted and commonly used by foreign entities without local premises.

Can you also handle changes to our Serbian entity — director changes, address changes, capital increases?
Yes. Corporate change filings with APR are a standard part of ongoing compliance support and are handled alongside the accounting engagement.

Talk to us

If you’ve been searching for “company secretarial services” in Serbia and struggling to find a clear answer, the reason is now clearer: the specific role doesn’t exist in Serbian corporate law, but the underlying compliance work does — and it needs a reliable home.

At HLB TM, we handle this work for foreign-owned Serbian entities from a range of international markets, as part of an integrated compliance service. If you’re setting up a new entity, adjusting an existing one, or consolidating your Serbian operation’s compliance under a single provider, we’re happy to walk through what your specific situation needs.