Company Registration in Serbia

Can Foreigners Start a Business in Serbia?

 

It is possible to register a company in Serbia, even if you are a foreign citizen or foreign company, which means that the firm in Serbia can be owned and set up by foreign citizens of foreign legal entities. Also, foreign persons or representatives of foreign legal entities do not need to be present in Serbia to finalize the company’s formation. The whole process can be done by local advisory firms that can complete this process via power of attorney.

Even though setting up a company in our country goes relatively fast as the business register is obliged to issue a decision in five working days after the registration request is submitted, the steps before submission of the application need to be done appropriately. Company registration is followed by several procedures and activities which are co-related. In addition, we are presenting a detailed guide for setting up a company and getting it fully operational so you can understand which steps you need to take during this procedure.

 

How Much Does it Cost to Start a Company in Serbia?

 

The process of company registration is done in the Business register. Administration costs for company formation are different in the case of various legal entities that are established in Serbia, so in 2022 administration costs for business register are as follows:

• RSD 5.900 (50.26 €) for a limited liability company
• RSD 1.500 (12.78 €) for entrepreneur
• RSD 5.900 (50.26 €) for the branch office of foreign companies

Also, other costs must be covered before applying to the business register. To have complete documentation, you will also need the Founding Act, which you will verify by a certified notary in Serbia. This cost is approximately 30 to 50 EUR.

In case when a shareholder of a future Serbian company is another foreign company, then the extract from the business register of the foreign company needs to be translated by a certified translator in Serbia so that this cost can vary from EUR 50 to EUR 100.

Since this is a wide range of pricing, the consultant’s support fee in the company formation process depends on the company’s legal form in Serbia. Furthermore, it depends on the information from the shareholder (and from which country the company is coming). Therefore, to get the exact price for this service, we suggest contacting our specialist to get an overview of the procedure and applicable costs.

 

1. Steps Before Company Formation in Belgrade

 

Before you register your company, there are other business decisions that you have to make that influence your future business. It is important to decide about your core activity, where you will register the company’s main office, whether you will pay the VAT, the number of employees, how to choose the accountant, and so on.

 

 

1.1. Select the Type of Company in Serbia

 

In the beginning, we mentioned that the first step is to choose the legal form for the registration of your company or legal person. Besides an entrepreneur, there are legal forms of companies.

According to the Companies law of the Republic of Serbia, there are several types of organizing legal persons (legal forms of business entities). Those are:

• An entrepreneur
• A limited liability company
• A partnership company
• A limited partnership company
• A joint-stock company

Additional legal forms are as follows:

• A branch office of a domestic legal entity
• A branch office of a foreign legal entity
• Representative office of foreign legal entity

 

The most popular legal forms of companies are as follows:

 

Limited Liability Company (DOO)

 

A limited liability company is a type of company that can have one or more founders. In this company, every member has a share in the share capital of that company. The share capital of the LLC is the sum of all the shares brought by the founders (monetary and non-monetary). The value of the share brought by founders and members does not have to be the same, so it can differ for each member. The minimal share capital is 100 dinars (less than one Euro).

Advantage

• This is the most popular form of a legal entity established by foreign companies or natural persons in Serbia.
• The LLC members are responsible for the company’s commitment only to the value of their share. They are not responsible for personally committing to their property, but they bear risk proportional to their share. So the real risk remains in the Serbian firm and cannot be transferred to a shareholder who is abroad.
• This form of the company allows the employment of an unlimited number of local and foreign citizens.

Disadvantages

• In case when a foreign legal entity is the founder of a Serbian firm, then notarized documents of the foreign company (extracts from the foreign business register) need to be delivered to start the registration process.
• There is an obligation to do bookkeeping of all transactions of the company and to submit tax applications regularly to tax authorities.

 

Entrepreneur

 

An entrepreneur is a physical person registered in the Business register agency for performing activities. The entrepreneur is registered as a legal entity by one physical person and is set up to perform a business activity to make a profit (or gain). Each person (local or foreign) can be registered as an entrepreneur.

Advantages

• The registration process for entrepreneurs is quite simple, and the whole process can be done in 5 working days, with minimal required documents in the procedure.
• Simplified bookkeeping recording without the need to perform complicated reports to tax authorities

Disadvantages

• This form is used for small businesses in Serbia as this legal entity is used in most cases for a 1-person company, and employment of other persons in the firm is quite limited.
• There is a limit of 6 million dinars per financial year (8 million dinars per annum) as the entrepreneur’s revenue is not in a VAT system. If revenues exceed these values, the entrepreneur answers with his personal property for all the commitments or damage made.

 

Foreign Legal Entity Branch Office in Serbia

 

A branch office of a legal entity represents the separate organizational part of a foreign company through which it does business in the Republic of Serbia and by the Law. The branch office can have its legal representative. The branch office does not have the status of a legal entity in Serbia but provides activities and forwards in the name and on account of the founders.

Advantages

• all advantages that apply for limited liability company are the same for branch office

Disadvantages

• The founder of the branch office can be just a foreign company.
• A foreign company that acts as a founder is fully responsible for the branch’s business. The foreign company is liable for all the commitments, debts, and penalties made during the business.
• Usually, this form of company is used for projects when guarantees of the mother firm from abroad need to be implemented.

 

 

1.2. Selection of Company Name

 

Every business name of the company must contain basic elements. The business name must contain the company’s name, its legal form, and the place where the company’s principal office is registered. Besides that, the business name must contain other elements following the Law.

When you choose your company’s business name, it is important to follow guidelines, all the law rules, and boundaries. Before sending the setup application, it is recommended that you check if the name of the company is available and, if it is, that you reserve the name in advance.

HLB T&M Consulting accounting agency can offer you a broad spectrum of legal services and advise you on choosing a proper business name.

 

 

1.3. How to Select the Code of Activity of a company?

 

All legal persons and business entities are obliged to choose their activity code (that activity they will mainly do). This implies a commitment that when you apply to set up a company, you must choose and write down the company’s core or the company’s most important activity.

The activity code of the company that you choose is known as the core activity (leading or dominant activity). These are the jobs that a firm will mostly do to gain profit. There are additional activities and other jobs done by a legal person (if there are no legal restraints).

If the additional activity becomes dominant, it must be changed into the core activity. For the LLC, this means the change of the Memorandum of association.

 

1.4. Firm’s Registered Address in Serbia – a Virtual Office

 

Instead of renting the business premises, it is possible to rent the virtual office and register the company’s main office, regardless of the place where the activities are performed. This is a very efficient model for smaller and new companies that start a business in Serbia.

What is a virtual office in Serbia?

A virtual office represents a modern and very efficient business concept, which can save a significant amount of money regarding the rent and additional expenses for business premises.

The virtual offices are rented to register the company’s address and for receiving posts, giving administrative support to the firms, picking up the phone, and so on. These offices are very flexible and allow the firms to successfully do their activities regardless of where the main office is registered.

 

1.5. Preparation of the Memorandum of Association (MoA)

 

The setup of the limited liability company (the most usual form of legal entity) in Serbia starts with issuing the Memorandum of Association (MoA). The Memorandum of Association is a company’s general legal act created by one or more founders. The Memorandum of association must be certified by the notary. It must at least contain the following data:

• The data about the member(s)/shareholder(s) of the company
• The name of the company
• Address of the company in Serbia
• Selected code of activity,
• The total amount of share capital
• The time of payment of the money share or bringing the non-money share
• The individual share of each member
• Authorizations for persons who represent the company (directors)

 

 

2. Documents Required for Company Registration in Serbia

 

As we have written before, the LLC as a legal person, can have one or more members. The members can be founders so that the LLC can have one or more founders. Physical or legal persons can also set it up. Once the documents are delivered to the business register, the registration process shall be finalized in 5 working days.

The most important documentation necessary for setting up the company in Serbia:

• A unique registration application for setting up the LLC and signing into the Register of taxpayers signed by an authorized representative
• The company’s members’ proof of identity – a photocopy of ID for domestic citizens (a photocopy of passport for a foreign citizen; if the founder is a legal person, then it submits an abstract from the Register where the foreign company is registered)
• The Memorandum of Association (the Decision for a one-member company or the Contract for the LLC with more than one member) with certified signatures of all the founders or members
• The proof of paid registration of the LLC fees.

A founder, an authorized person, or a proxy can submit the application for setting up the company. HLB T&M Consulting can help you gather the documentation and submit it together with the registration application for setting up the company. Having a partner in Serbia with the power of attorney to finalize the process and set up of the company can be done without foreign founders visiting Serbia.

 

3. Steps After Setting up a Company in Serbia

 

 

3.1. Opening a Bank Account

 

Before opening a bank account, you must get information about the bank’s tariff compensations for payment services, compensation for monthly maintenance of the bank account, and whether a certain bank has services through e-banking and similar.

To open a bank account, it is usually necessary to submit basic documentation:

• An application for opening a bank account
• A form with certified signatures of persons authorized for representation (CS form certified at the notary
• A decision on company registration (from the Serbian Business Register)
• A card with the deposited signatures from the bank
• The directors’ identity proof
• The bank’s additional documentation, such as the contract for opening an account in each currency, requests for online banking.

The documents submitted for opening a bank account can differ from bank to bank, but the basic and obligatory documentation is mentioned above.

If you are uncertain about your choice of bank, we can recommend and support you in opening a bank account in one of the leading international banks in Serbia. Also, following your need, we can submit complete documentation for opening a business account for your company and follow up the whole procedure.

 

 

 3.2. Applying the Tax Administration After Registering the Company

 

After finishing the initial steps, you must submit the tax return by the legal deadline to become a new taxpayer. The tax return is submitted to the Tax Administration Office and represents the application for income tax.

Tax application is usually filled and submitted by an authorized accountant from an accounting firm that provides accounting support. A legal deadline to submit a tax application is 15 days from setting up a company or from the BRA’s date of issuing the Decision of Registration.

 

3.3. Qualified Electronic Signature

 

A digital signature (a qualified electronic signatureDecisionessary for electronic services for signing, submitting, and certifying documents electronically. Also, an electronic certificate is used to submit the company’s annual financial and tax statements. To get the digital signature, you must apply for issuing in the relevant institution in Serbia (five of them give this kind of certificate). Once the application is submitted, usually in 15 working days electronic certificate shall be created. After that, the certificate is issued to the company’s director, and only the director can collect it from the relevant institution.

 

3.4. Should You Enter into the VAT System?

 

You should ask yourself whether entering into the VAT system immediately after setting up a company pays off. To make the right decision, you must predict the business range, including expenses. Those you are obliged to pay as a legal person are related to tax expenses.

ThDecisionstly connected to the question about your yearly profit and whether you will enter the VAT system. If you have predicted a more extensive range of business and profit higher than 8 000 000 dinars in 12 months, you are obligated to pay the value-added tax (VAT).

 

3.5. Engagement of Outsourced Consultant to Support Further Business

 

When you choose an accountant for your company, do not make a mistake but make a good evaluation and choose a reliable associate. It is essential to know that a good, professional and reliable accounting firm can understand your needs and know how to adjust the level of its service according to your business. Furthermore, from the tax perspective, it is important to have a partner familiar with all tax incentives models in Serbia. It can fully optimize your business.

HLB T&M Consulting accounting firm can provide feedback during the whole process of setting up a company. We also give you full support, whether it is about setting up a new company, a branch office, a subsidiary, or an affiliate. Once the company is registered, HLB can support it with full services such as accounting, payroll, monthly reporting, preparation of annual financial and tax reports, and tax consulting.

Once the company is fully set up, to start with employment and further on payroll services, it is mandatory to create employment agreements with employees. In this regard, it is important to consult with a law firm in Serbia that will assist in drafting necessary employment law documentation.

Suppose you need a reliable partner to set up a company and extend support with accounting, tax, and payroll services. In that case, you are welcome to contact our team, which will assist with all further activities.