Company Registration in Serbia - Business Starting & Setup

Want to set up a firm in Serbia? We can assist you in starting a business or in buying a shelf company in Serbia with a full package of necessary documents, legal advice and follow-up support. Incorporation of a firm in Serbia includes provision of a registered office (for at least 1 year in any of our service plans), an apostilled set of constitutional documents, secretarial services and assistance with compliance fee and pre-approval for opening an account in banks of Serbia. The total price of company formation in Serbia includes all necessary fees and charges for the first year of operation, as well as full one-year nominee service (package Optimum).

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Service packages Legislation Audit Services
Service packages
Express
Standard
Optimum
Company registration
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Legal address per year
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Secretarial services for the first year
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Fees and duties for the first year
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Apostilled bound set of incorporation documents
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Nominee service per year
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Bank Account Pre-approval
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Price
4 350 USD

4 350 USD

4 960 USD

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General corporate information

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).

Registration

Company name

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.

Company registration in Serbia

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.

Registered office

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

Seal

There are no printing requirements.

Redomiciliation

Redomiciliation of companies to and from Serbia is not permitted.

Company structure

Director

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

Secretary is not required for Serbian limited liability companies.

Shareholders

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.

Beneficiary

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. 

Authorized capital and shares

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.

Frequently Asked Questions about Company Registration in Serbia

How much does it cost to register a business in Serbia?
The cost of opening a company in Serbia depends on the type of company to be registered and the type of activity you will be engaged in. The minimum package of services costs USD 3820 and includes: registration of the company on a turnkey basis, lease of the registered office for a year and secretarial services, payment of all necessary duties and fees, as well as apostilled translation of the constituent documents.
Can I do business in Serbia without registering a company?
Yes, you can do business in Serbia as a sole trader or freelancer without registering a company. However, if you plan on operating a business with multiple partners or as a larger organization, it's generally required to register a legal entity such as a limited liability company or a joint stock company. Additionally, registering a company can provide some legal and financial benefits. It's advisable to consult with a local legal or financial expert for guidance on the best option for your specific business needs in Serbia.
Do I have to pay tax if I register a company in Serbia?
Yes, you are required to pay taxes if you register a company in Serbia. The specific taxes you need to pay will depend on the type of company you register and the nature of your business activities. Typically, companies in Serbia are subject to corporate income tax, value-added tax (VAT), social security contributions for employees, and other taxes and contributions. The tax rates and obligations can vary based on the type of company, the location of the company, and other factors.

Core Services and fees for the formation of a company in Serbia

Incorporation

Price4 350 EIR

(including incorporation tax and state registry fee)

Corporate legal services

Price2 500 EUR

(including registered address and registered agent)

Delivery of documents by courier mail

Price250 EUR

DHL or TNT, at cost of a Courier Service

Nominee Director

Paid-up “nominee director” set includes the following documents

Nominee Shareholder

Paid-up “nominee shareholder” set includes the following documents

Compliance fee in Serbia

Compliance fee is payable in the cases of: incorporation of a company, renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder), signing of documents

Basic

Price350 EUR

simple company structure with only 1 physical person

For legal entity in structure under GSL administration

Price`50 EUR

additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

For legal entity in structure not under GSL administration

Price200 EUR

additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

For client with high risk Status

Price450 EUR

Signing of documents

Price100 EUR

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