Anyone-private or legal person-can establish a legal entity in Serbia, regardless of their nationality. Establishing a business entity in Serbia is the same for everyone, and there are no restrictions or special conditions for the country of origin.

In addition, even the legal representative of the company need not be a Serbian citizen, unless the shareholders can come from any country in the world. So there may be many structural changes-shareholders and directors are foreigners, shareholders are non-residents, residents are directors, residents are shareholders, and non-residents are directors.

Therefore, when establishing a company, you are free to grant the creation and management roles to anyone you choose. However, according to the legal basis for you to hire these people, they are obliged to obtain temporary residence permits and work permits in Serbia.

1) Choose the legal form that suits you.

According to the Company Law, companies in Serbia are divided into limited liability companies (hereinafter referred to as LLC), joint stock companies, general partnership companies and limited partnership companies.

There are great differences between these types of companies, and their basic characteristics are:

1. 1. Limited liability company

According to the company law, LLC represents a company in which one or more company members are shareholders of the company's share capital. Generally speaking, shareholders are not responsible for the obligations of the company. More precisely, they are only responsible for the shares invested in the company. However, if shareholders abuse the limited liability rules of shareholders' obligations to the company, they will bear the responsibility. In most cases, a limited liability company is a company with few members and less share capital.

According to the share of members in the company, members can manage the profits of the company and decide whether to distribute them among themselves. A limited liability company is usually a company with a small amount of capital and a few members (shareholders). This legal person form is suitable for small and medium-sized enterprises.

1.2.？ joint-stock company

The share capital of a joint-stock company is divided into shares, and the minimum share capital of the company must be 3 million dinars, but it can be set higher in the business restricted by special law.

For example, the share capital of a bank must be higher than 10.000.000.000 euros when converted into dinars.

The shares of a joint-stock company can be owned by one or more people, and their general description is registered in the central securities registry, registry and clearing house.

As the shareholders' meeting of the company, the number of votes of shareholders is equal to the number of shares they own.

1.3.？ Limited partnership

Limited partnership company represents a mixture of capital sharing company and general partnership company, because some members of the company bear limited liability for the company's obligations, while others bear unlimited liability and are responsible for all their assets. Although this legal form is stipulated in the statute law, few legal entities are formed in this way.

1.4.？ General partnership enterprise

All members of a general partnership company are partners, and they are fully responsible for the obligations of the company. This corporate form only exists when at least two partners are registered as founders. All decisions about the company and its partners are made together.

Should I start a new company or buy a shell company?

For those who want to operate quickly, the best way is to have the opportunity to acquire a company established for this purpose. This can avoid complicated and time-consuming government working hours and bank procedures, and save time and money.

2) Choose a suitable company name for your company.

Company and its business registration office (hereinafter referred to as? Bra? ) register the name of the enterprise to carry out commercial activities. It is very important to follow certain rules when choosing a business name. That's because a company name that doesn't meet the legal requirements can't be registered. Reasons for rejecting Serbian company registration application.

A) company name = name+legal form+registered office address

B) The name of the enterprise must be written in Serbian, Cyrillic or Latin alphabet.

Pay attention to whether the company name is in Cyrillic or Latin letters, and how to write the company name in the founding bill and company registration application. In both cases, the enterprise name must be written in the same words and use the same name. ? The difference between the two behaviors in this respect is the reason for refusing the application!

C) The enterprise name can be written in foreign languages, including foreign words or characters, English Latin letters, Roman and Arabic numerals.

D) The name of the enterprise shall not be the same as or similar to that of other companies!

The business name of one company must be different from that of another company to avoid confusion between the two companies. If the same or similar enterprise name has been registered, the registration application will be rejected! In addition, even if the registration is successful, the newly established company may be sued by another company with a similar enterprise name.

3) Registered business address

In the process of establishing and registering a company, BRA must register the company address.

However, few addresses are needed, and we will explain each address in order of priority:

3. 1. Business Office

This is the most important address of a business entity. In addition, it is also included in the company's enterprise name, so it is one of the first things to be decided during the establishment of the company.

This is also very important from the procedural, strategic and legal aspects, because it is also a factor that determines the jurisdiction of the court.

3.2.？ e-mail address

If the company does not actually receive mail from the business address, it needs to register a separate mailing address.

3.3.？ E-mail address

According to the amendment to the Company Law that came into effect on 20 18, all legal entities must register their e-mail addresses.

3.4.？ Virtual seat address

Today, many people are engaged in freelancing, and the traditional form of business registration seems unnecessary.

Why did you promise a space? Why sign a new unnecessary contract with the landlord or real estate seller? Doesn't your enterprise need to bear such expenses?

We understand. In these cases, you can choose to register a virtual office in Serbia as the official company address.

The virtual office in Serbia actually represents a series of services provided and taken over by the virtual seat provider for your company. By providing these services at virtual addresses, the purpose of company address can be achieved.

The service of Virtual Office in Serbia provides users with the necessary company address, the possibility of using enough office space occasionally, receiving company mail, registering telephone numbers and answering calls to the company by filtering and forwarding information.

4) Drafting the outline of articles of association

What is the outline of the articles of association? What is the behavior of each limited liability company? , which can take the following forms:

Decision on establishing a limited liability company-If a person is the initiator of a limited liability company,

Articles of Association-If several people are the founders of a limited liability company,

When drafting the articles of association of a limited liability company, please remember to include? All elements of obligations stipulated in the Company Law:

Name, domicile and personal ID number of Serbian citizen/passport number of foreigner (natural person), or company name, place and company registration number (legal person)-member of a limited liability company.

Company name and address of a limited liability company

Main business activities of a limited liability company

Total share capital of a limited liability company

Describe the amount or financial value of monetary deposits and non-monetary deposits of each member of a limited liability company.

Time of monetary contribution and physical contribution.

The share of each member of a limited liability company in the share capital of a limited liability company, expressed as a percentage.

To decide on the organization and authority of a limited liability company.

The cost of establishing a company in Serbia shall be borne by the company or the founder. However, unless otherwise stipulated in the memorandum of association, the founders must bear these expenses. Therefore, we suggest that the founder should bear these expenses and the right of the founder to repay the establishment expenses to the company in MoA.

Remarks on the content of MoA:

Share capital of a limited liability company

The share capital of a company (including a limited liability company) is the cash value subscribed by members to the company. "Subscription donation" refers to the amount of donations registered by members, and members are obliged to subscribe/register donations.

Donations can be in cash or in kind (only in kind and rights) and expressed in RSD currency. The minimum amount of registered capital (monetary and non-monetary) is 100.00 RSD, unless the law stipulates a higher amount.

When establishing a company, members do not need to subscribe/register donations, just enter the amount. However, it is necessary to specify the subscription/registration deadline for donations in MoA, which is 5 years from the effective date of MoA at the latest.

To set up a company, you must first deposit the capital stock into a temporary bank account, and then apply to the agency for company registration. Then the bank will issue a certificate to confirm that you have deposited the share capital, and this certificate will be submitted to the institution together with the company registration application. After the organization issues the company registration decision, it needs to open a company bank account, and then the bank will transfer the previously subscribed share capital from the temporary account to the account.

Corporate Governance of Limited Liability Company

When establishing a limited liability company, the founders decide (according to their decision) whether the corporate governance of the company is one layer or two layers.

First-level corporate governance = one or more representatives (usually general manager) manage the company.

Two-level corporate governance = one or more managers+board of supervisors

5) Notarize the signature of the founder of the limited liability company on MoA and submit the registration documents of the limited liability company to BRA.

The company law stipulates that when a company is established, the signature of the founder needs to be notarized. This can be done in the notary office.

Submit your application and register with BRA.

Is the limited liability company registration process passed? The counter registration system is completed in BRA. System? Let a limited liability company register to receive:

Company number (CN)

Tax number (TIN)

Health insurance number, issued by the national health insurance fund.

The first is the procedure? The application for registration and the attached documents can be submitted directly at the BRA site in Belgrade, the organizational unit of BRA or by mail. Founder? Or someone authorized by the founder? Submit documents.

When is the deadline for submitting registration applications? From the effective date of MoA 15 days. Unless it is part of the founding bill, the decision to appoint a company representative and/or supervisory committee must be registered during this period.

Fill in and notarize the OP form

In order to handle the funds in the bank account you will open according to the following steps, you need to fill in the so-called "OP Form", that is, the notarized signature form of the authorized representative. You can download the form online and complete it easily.

After completing the OP form, the company's representative needs to sign in the notary office, and then the notary office will notarize it.

Founders often want to know how many times they need to appear in person during the whole process of setting up a company. This is especially important for those who do not live in Serbia.

Therefore, the presence of the founder can be completely avoided, which makes the whole process very convenient and can be completed quickly by interested people. In fact, every step of the process can be completed by a lawyer authorized by the power of attorney.

6) Open a company bank account

After BRA makes a decision on the registration of LLC, you need to open a bank account of the company in the bank of your choice.

The procedure for a company established by a legal person in Serbia to open a bank account is more complicated, because in addition to the listed documents, other documents (personal identification documents of the ultimate owner of the legal person and the founder of the company) need to be submitted in the form of extracts from the list of competent authorities and the founding behavior of the founder of the company. The complexity of this procedure illustrates the necessity of hiring a lawyer in practice? To avoid making mistakes.

7) What does the company need to do after registration?

No matter when your business plan comes into operation, and no matter what the purpose of establishing a company is, once a legal person is registered, mandatory legal norms will apply to every subject in the registration.

You guessed right, this is the duty of the tax authorities.

Therefore, within the first 15 days after BRA registration, the entity must submit its first tax application, which is called withholding tax application. In addition to the purpose of applying for and registering a new entity with the tax authorities, the purpose of this withholding tax obligation is also to subjectively evaluate the company's potential profits in the first business year. This assessment is a factor in determining the company's tax liability for the current year.

Not everyone knows or should know the procedures of the tax authorities, so it is always recommended that you seek professional help. In particular, having an electronic signature is crucial for filing tax applications and many other steps to set up and run a business in Serbia.

The last step of the company's establishment process is the registration of the ultimate beneficial owner, and the company is obliged to register within 15 days after its establishment.

In order to register the final beneficiary, the general manager must obtain an electronic signature from a certification body in Serbia. After that, by using electronic signature, the ultimate beneficial owner must? Registered in the central record of the beneficial owner of the Serbian Business Registration Office.

8) Optional: Make a seal.

According to the current law, companies no longer need to use seals in their business activities. Therefore, this is not a mandatory step, but an additional possibility that the founder can take advantage of. According to the regulations, the company uses seals.

In addition, there is another form of company in Serbia: entrepreneur.

The advantage of entrepreneurs' starting a business is simplicity, mainly during the establishment and business operation.

The registration procedure of entrepreneurs is much easier and the cost is much lower than that of setting up a limited liability company.

The Serbian Business Registration Office (hereinafter referred to as SBRA) also allows entrepreneurs to register online. Although one-person and multi-person limited liability companies can be established, their establishment is more complicated than that of entrepreneur companies.

The main advantage is that as an entrepreneur, regardless of the scope of activities and the income you generate (up to a certain amount), you can tax at one time.

In addition, compared with the closing procedure of a limited liability company, the closing procedure of a startup company is much easier.

It should be noted that entrepreneurs are natural persons, while companies are legal persons.

An entrepreneur is a person who is registered to engage in a specific activity to earn income. Therefore, entrepreneurs are not legal entities, but only individuals (natural persons) who are allowed to perform specific tasks. Although this means that everything the entrepreneur earns belongs to him, at the same time, as a natural person, the entrepreneur also has his responsibilities and obligations as a company.