Company Registration in Serbia - Business Starting & Setup

The Serbian legislation provides for the following legal forms of incorporation:

• General Partnership (Ortačko Društvo, OD);
• Limited Partnership (Komanditno Društvo, KD);
• Limited Liability Company (Društvo s Ograničenom Odgovornošću, DOO);
• Joint Stock Company (Akcionarsko Društvo, AD).

The most popular and common form is Limited Liability Company - Društvo s Ograničenom Odgovornošću (DOO).

There are the following requirements for the company name in Serbia:

must not be identical or too similar to the name of an existing company; must not offend public morals; must not mislead as to the legal form of the company; cannot lead to a misconception of the main activity of the company.

The name must contain the name of the company, the legal form of the company and the location of the company.

To register a limited liability company in Serbia, the following steps are required:

In order to register a limited liability company in Serbia, the following steps are required:

1. Determination of the company name, structure (director, shareholder, beneficiary), amount of share capital and type of activity.

2. Payment for services.

3. Actions in the Commercial registry.

In the course of company registration the following actions are required:

• Preparation of the draft of the charter and of the power of attorney.
• Certification of the charter at the notary. Payment of the initial capital to the bank account in the selected bank.
• Registration with the Serbian Business Registration Agency (SBRA).

Documents to be submitted by founders for registration:

• for shareholders of the company: copies of passports (for individuals), extracts from the register in original with apostille (for legal entities)confirmation of the legal address of the company;
• confirmation of payment of the initial capital (minimum 100 RSD / less than 1 EUR) and the participation share of each shareholder;
• shareholders' agreement on the amount of in-kind contributions (if applicable);information on the main economic activities of the company;
• details of the company representatives (passport copies) and information on restrictions (if any) on their authority;
• power of attorney for the registered agent (in original, with

4. Actions in the Central Register of Shareholders.

Obtaining an electronic signature for the legal representative of the company for the Serbian Chamber of Commerce (when obtaining the electronic certificate, the company representative must be present in person).Registration of the ultimate beneficial owner of the company in the Central Register of Beneficiaries.

5. Procedure at the bank.

Upon successful completion of the registration, the company is required to open a bank account with the chosen bank and provide all the relevant documents regarding the shareholders and the complete ownership structure.

The company is required to submit the original apostilled extracts from the register for all the companies in the ownership structure, up to the ultimate beneficiary.

6. Proceedings before the tax authorities.

Serbian legislation establishes a 15 day deadline for the registration of new companies with the tax authorities and the submission of all required documentation.

Please note that all limited liability companies are required to appoint an accounting agency within the same time frame.

Every company in Serbia must have a registered legal address in the country, a virtual office is allowed.

The company may also be registered at the address of a registered agent

There are no printing requirements.

Redomiciliation of companies to and from Serbia is not permitted.

A company may have one or more directors, who are the legal representatives of the company.

The number of directors is determined by the memorandum of association or decision of the general meeting.

Director may be a resident or non-resident.

Names of directors are kept in a public register.

Secretary is not required for Serbian limited liability companies.

Each Serbian limited liability company must have at least one shareholder, who may be natural or legal person, resident or non-resident.

Names of shareholders are kept in public registry.

The Central Registry of Serbia is a public, unique central electronic database of information about individuals - beneficiaries of legal and other persons registered in the country. The relevant law was adopted in June 2018 (Law on the Central Records of Beneficial Owners).

The entry in the Registry shall contain the following information about the beneficiaries of the registered legal entity:

• for Serbian citizens - full name, unique master citizen identification number (unique master citizen number), country of residence and legal basis for beneficiary status;
• for foreign citizens - full name, passport number and country of issue and/or foreign citizen identification number and/or foreign citizen identification number and country of issue in accordance with the regulations governing the requirements for entry, movement and stay of foreign citizens on the territory of Serbia;
• date and place of birth; country of residence, citizenship and legal basis

The records must also include the dates on which the information was entered.

The Law stipulates further obligations: once the Central Registry is formed, updated information on their beneficiaries (e.g. due to changes in ownership structure) has to be provided within 15 days of the change.

Companies are required to keep accurate and up-to-date records on their beneficiaries for 10 years and provide them upon request to the competent authorities.

The Central Registry of Beneficiaries keeps a permanent record of the registered information, which is available on request to all interested parties in the form of:

• an extract from the beneficiary record,
• a certificate of changes in the data on the beneficiaries or
• confirmation that a certain person is registered as a beneficiary.

According to the law, subjects who violate legal obligations can be subject to fines, but also any person who intends to conceal information about the beneficiaries and has not registered the required information, has registered false information, has changed or deleted true information about the beneficiaries can be prosecuted and punished with up to 5 years in prison. 

The authorised capital of a limited liability company must be at least RSD 100, unless a higher authorisation capital is stipulated by a special law for companies engaged in certain activities.

Bearer shares and shares with no par value are prohibited.