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, there is possibility that foreign person or representatives of foreign legal entities do not need to be present in Serbia in order to finalize formation of company as the whole process can be done by local advisory firms that can finalize this process via power of attorney.

Even though setting up a company in our country goes relatively fast as business register is obliged to issue decision in 5 working days after request for registration is submitted, the steps before submission of application needs to be properly done. Company registration is followed by several procedures and activities which are co-related. In addition, we are presenting a detailed guide through setting up a company and getting it fully operational so you can understand which activities you have to take during this procedure.

 

How much does it cost to start a company in Serbia?

 

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

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

Also, there are some other costs that needs to be covered prior submitting application to business register. In order to have a complete registration documents, founding act is required to be verified by certified notary in Serbia. This cost is approximately from 30 to 50 EUR.

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

As for the price for support of consultant in the process of company formation, this is a wide range of pricing as it depends from legal form of company in Serbia but also from information who is shareholder of company (and from which country it is coming). To get the precise price for this service, we suggest to contact our specialist to get the overview of procedure and applicable costs.

 

 

1. The steps before company formation in Belgrade

 

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

 

 

1.1. Select 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 domestic legal entity
• A branch office of foreign legal entity
• Representative office of foreign legal entity

 

Most popular legal forms of companies are as follows:

 

A limited liability company (DOO)

 

A limited liability company is a type of company that can have one or more founders and in which 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 (money and non-money share) The value of share brought by founders and member does not have to be the same, so it can differ with each member. The minimal amount of share capital is 100 dinars.

Advantage

• This is the most popular form of legal entity that is established by foreign companies or natural persons in Serbia.
• The members of the LLC are responsible for the company’s commitment only in the value of their share. They are not responsible for the commitment with their property nor personally, but they bear risk proportional to their share. So the whole risk remains in the Serbian firm and cannot be transfer to shareholder which are abroad.
• This form of company allows employment of unlimited number of local and foreign citizens

Disadvantages

• In case when foreign legal entity is founder of Serbian firm, then notarized documents of foreign company (extracts from foreign business register) needs to be delivered in order to start registration process
• There is obligation to do bookkeeping of all transactions of the company and to submit tax application on regular basis to tax authorities

 

An entrepreneur

 

An entrepreneur is a physical person registered in the Business register agency for performing activities. The entrepreneur is registered as a form of the legal entity by one physical person and it 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

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

Disadvantages

• This form is used just for small business in Serbia as this legal entity is used in most cases for 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 a revenue of entrepreneur that is not In a VAT system. In case that revenues are higher than these values, than
• For all the commitments or damage made, the entrepreneur answers with his personal property.

 

A branch office of a foreign legal entity in Serbia

 

A branch office of a legal entity represents the separate organizational part of a foreign company through which it does its 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 the legal entity in Serbia, but provides activities and forwards in the name and the 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
• Foreign company that acts as a founder is fully responsible for branch’s business. The foreign company is responsible for all the commitments, debts, penalties made during the business.
• Usually this form of company is used for the projects when guarantees of mother firm from abroad needs 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 name of the company, its legal form and the place where the main office of the company is registered. Besides that, the business name must contain other elements in accordance with the Law.

When you choose the business name for your company then it is important to follow guidelines, all the law rules, and boundaries. It is recommended that you, before sending the setup application, 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 wide specter of legal services and advise you on how to choose a proper business name.

 

 

1.3. How to select code of activity of a company?

 

All the 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 have to choose and write down the core activity of the company or the most important activity of the company.

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 those are other jobs done by a legal person. (if there are no legal restrains).

If the additional activity becomes a dominant one, then it has to be changed into the core activity. For the LLC this means the change of memorandum of association.

 

1.4. Registered address of firm 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 very efficient model for smaller and new companies that stars 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 when it comes to the rent and additional expenses for business premises.

The virtual offices are not just rented to register the address of company, but also for receiving post, giving administrative support to the firms, picking up the phone and so on. These offices are very flexible and give additional possibilities for the firms to successfully do their activities regardless of the place where the main office is registered.

 

1.5. Preparation of the memorandum of association

 

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

• The data about the member(s)/shareholder(s) of the company
• The name of company
• Address of the company in Serbia
• Selected code of activity,
• Total amount of share capital
• The time of payment of 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 the LLC can have one or more founders. It can also be founded by physical or legal persons. Once the documents are delivered to business register, 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 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 than it submits an abstract from the Register where foreign company 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 about paid fees for registration of the LLC and the proof about the paid fee for registration and issuing the

The application for setting up the company can be submitted by a founder, an authorized person or proxy. HLB T&M Consulting can help you with gathering the documentation and submitting it together with the registrational application of setting up the company. Having a partner in Serbia with power of attorney to finalize the process, set up of company can be done without necessity to visit Serbia by foreign founders.

 

3. The steps after setting up a company in Serbia

 

 

3.1. Opening a bank account

 

Before opening a bank account, you must get information about tariff compensations of the banks for payment services, then about compensation for monthly maintenance of the bank account, do 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 of company registration (from Serbian business register)
• A card with deposited signatures of the bank
• The identity proof of directors
• The bank’s additional documentation such as contract for opening account in each currency, requests for online banking…

The documents which are submitted for opening a bank account can be different from bank to bank, but the basic and obligatory documentation as mentioned above.

If you are not sure about your choice of a bank, we can recommend and support you ibn opening bank account in leading international banks that operates in Serbia. Also, in accordance with your need, we submit complete documentation for opening a business account of your company and follow up the whole procedure.

 

 

 3.2. Applying in the tax administration after registering the company

 

After you have finished the initial steps, it is necessary to in legal deadline submit the tax return to become a new taxpayer. The tax return is submitted in the Tax administration office and represents the application for income tax.

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

 

3.3. A qualified electronic signature

 

A digital signature (a qualified electronic signature) is necessary for electronic services for signing, submitting and certifying documents electronically. Also, electronic certificate is used for submission of annual financial and tax statements of the company. For getting the digital signature you have to apply for issuing in relevant institution in Serbia (there is 5 of them that issue this kind of certificate). Once application is submitted, usually in 15 working days electronic certificate shall be created. Certificate is issued for director of the company and just director personally can pick it up from relevant institution.

 

3.4. Whether to enter into the VAT system

 

You should ask yourself does it pay off to enter into the VAT system immediately after setting up a company. To make the right decision, you have to predict the range of business, including expenses. Those which you are obliged to pay as a legal person are related to tax expenses.

This is mostly related to the question about your yearly profit and whether you will enter the VAT system or not. If you have predicted a bigger range of business and profit higher than 8 000 000 dinars in 12 months than you are obliged to pay the value-added tax (the 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 extremely important 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. As from the tax perspective, it is important to have a partner that is familiar with all models of tax incentives 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, an affiliate. Once the company is registered, HLB can support with full set of services such as: accounting, payroll, monthly reporting, preparation of annual financial and tax reports and tax consulting.

Once the company is fully set up, in order 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 law firm in Serbia that will assist in drafting necessary employment law documentation.

If you need a reliable partner for setting up a company but also further on to support with accounting, tax and payroll services, you can contact our team that will assist with all further activities.