How to do business in the Republic of Serbia – Incorporation of Business Entities
Business entities can be organized in several forms, including (i) Entrepreneur, (ii) General Partnership, (iii) Limited Partnership, (iv) Limited Liability Company, (v) Joint Stock Company, (vi) Representative Office of a foreign company, (vii) Branch Office of a company, or (viii) Cooperative and Cooperative Federation.
How to do business in the Republic of Serbia -Entrepreneur (Sole Proprietor)
An entrepreneur is an individual who engages in business activities for profit. They are personally liable for all business debts, including those arising from their operations. Entrepreneurs operate under a business name, which must include their name, a description of the primary activity, the term “entrepreneur” or the abbreviation “pr,” and the address of the main office.
Required Documents for Registration:
- Standard application form for registration and tax ID number.
- Photocopy of the identity card (for domestic individuals) or passport (for foreign citizens).
- Any required permits or approvals for regulated activities.
- Proof of payment for the registration fee.
How to do business in the Republic of Serbia – General Partnership
A General Partnership is formed by two or more partners who share unlimited liability for the company’s debts. Contributions are usually equal, and partners acquire shares based on their contributions unless stated otherwise in the Partnership Agreement. Non-cash contributions may include tangible or intangible assets, or services.
Required Documents for Registration:
- Standard application form for registration and tax ID number.
- Partnership Agreement with certified signatures.
- Identity proof for each partner (photocopy of ID or passport).
- Decision on appointment of the representative, if not included in the Agreement.
- Bank statement confirming payment of monetary contributions, if applicable.
- Proof of payment for registration and publication fees.
How to do business in the Republic of Serbia – Limited Partnership
A Limited Partnership consists of at least two members, with at least one general partner who has unlimited liability and at least one limited partner whose liability is restricted to their contribution. Profits and debts are shared according to the partnership agreement.
Required Documents for Registration:
- Standard application form for registration and tax ID number.
- Partnership Agreement with certified signatures.
- Identity proof for each partner (photocopy of ID or passport).
- Decision on appointment of the authorized representative, if not in the Agreement.
- Bank statement confirming payment of monetary contributions, if applicable.
- Proof of payment for registration and publication fees.
How to do business in the Republic of Serbia – Limited Liability Company
A Limited Liability Company (LLC) can be formed by one or more members, who are not personally liable for the company’s debts, except in cases of misuse of limited liability. The minimum share capital is 100 RSD unless otherwise specified by law. Contributions can be in cash or kind, expressed in local currency, and payment deadlines must not exceed five years from incorporation.
Management can be structured as either a single-tier or a two-tier system, involving different bodies such as the General Meeting and Directors or a Supervisory Board.
Required Documents for Registration:
- Standard application form for registration and tax ID number.
- Articles of incorporation with certified signatures.
- Identity proof for each member (photocopy of ID or passport).
- Decision on appointment of the representative, if not included in the Articles.
- Bank statement confirming payment of monetary contributions, if applicable.
- Proof of payment for registration and publication fees.
How to do business in the Republic of Serbia – Joint Stock Company
A Joint Stock Company’s capital is divided into shares owned by shareholders who are not personally liable for the company’s debts. The company is responsible for its liabilities with all its assets. Shares must be registered with the Central Security, Depository, and Clearing House.
The Articles of Incorporation must be signed by all founders with certified signatures and must detail the contributions and shareholder information. A minimum of 25% of the share capital, which cannot be less than 3,000,000 Dinars, must be paid before registration.
Required Documents for Registration:
- Standard application form for registration and tax ID number.
- Articles of incorporation with certified signatures.
- Company Statute with certified signatures.
- Proof of cash payment for shares or valuation of non-cash contributions.
- Decision on appointment of management, if not included in the Statute.
- Proof of payment for registration and publication fees.
How to do business in the Republic of Serbia – Representative Office of a Foreign Company
A Representative Office serves as an organizational unit that conducts preliminary actions to facilitate legally binding agreements. It is not a legal entity, and its operations are limited to current business activities. The foreign company is liable for any obligations incurred by the Representative Office.
Required Documents for Registration:
- Standard application form for registration and tax ID number.
- Decision on the establishment of the Representative Office.
- Registration certificate of the foreign company, translated by a sworn translator.
- Evidence of bank accounts used by the foreign company.
- Statement of responsibility from the foreign company, certified and translated.
- Proof of payment for the registration fee.
Branch Office
A Branch Office operates as a separate unit of a company, conducting business under its name. The company is fully liable for the obligations arising from the Branch Office’s activities.
Required Documents for Registration:
- Standard application form for registration and tax ID number.
- Decision on the establishment of the Branch Office.
- Decision on the appointment of the representative, if different from the company founder.
- Proof of payment for the registration fee.
Cooperative
A Cooperative is an organization of individuals who operate on principles of voluntarism, solidarity, and economic participation. Various types of cooperatives can be formed, such as agricultural, housing, or consumer cooperatives.
Required Documents for Registration:
- Standard application form for registration and tax ID number.
- Cooperative Agreement with certified signatures.
- Identity proof for cooperative members.
- Minutes from the founding meeting.
- Cooperative rules.
- Bank confirmation of cash contributions or agreements on non-cash contributions.
- Decisions on appointments of Board members, if applicable.
- Proof of payment for registration and publication fees.
Cooperative Federation
Cooperative Federations are organizations that promote cooperative activities and protect common interests, established by various types of cooperatives.
Required Documents for Registration:
- Standard application form for registration and tax ID number.
- Cooperative federation establishment agreement.
- Cooperative federation rules.
- Decisions on appointments of representatives and Board members.
- Proof of payment for registration and publication fees.
Attorney at law Damir Petrović
The information contained herein has been provided only for the purpose of general information and cannot be considered as a legal opinion or legal advice. Accordingly, the Law Firm Petrovic Mojsic & Partners disclaims all responsibility and accept no liability in respect to actions taken or not taken based on any or all the contents contained herein.
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