Where can I obtain an application form for registration of sole traders?
The application form may be downloaded free of charge from the Agency’s website, or collected at the Serbian Registers Agency (5 Trg Nikole Pasica St., Belgrade), or in any of its branch offices and municipalities with which the Agency has signed a cooperation agreement, upon presentation of proof of payment of a fee of RSD 120.
Does the founder/sole trader have to submit the application for registration in person, or can it be done by an agent?
A distinction should be made between the registration applicant and the person that files the application. The law specifies who may file the application for registration. The applicant may be the founder/sole trader or a person authorized by the founder/sole trader by a power of attorney. The power of attorney may be vested in a lawyer and need not be authenticated in that case. However, if the power of attorney is granted to a natural person, it has to be signed by the founder/sole trader and authenticated before a competent body (municipal authority or court). If the registration form is completed and signed by the applicant, it can be submitted by any third party.
How long does it take to process the application?
In accordance with the Business Registration Law, the Registrar decides on applications within 5 days, by issuing a registration certificate or a decision.
What is a decision and how should I proceed upon receiving it?
Upon receiving the application, the Registrar verifies that the application can be processed, in other words, that the application has been completed properly, that the required documents, including the proof that the relevant fee has been paid, have been submitted. If the application does not meet the requirements to be entered in the Register, the Registrar informs the applicant by a decision about what needs to be rectified or submitted. By rectifying the detected flaws within 5 days from the receipt of the decision and no later than 30 days from the day when the decision was published on the Agency’s website, the applicant retains the priority right of the original application and is required to pay 50% of the relevant registration fee. If the applicant fails to observe the deadlines stipulated by the law, it shall be considered that the application was never submitted.
Does the certificate of registration or decision have to be collected by the applicant?
Should the applicant be prevented from receiving the decision, he or she may grant a power of attorney to a natural person or a lawyer to receive the certificate of registration or the decision. The power of attorney may be vested in a lawyer and need not be authenticated in that case. However, if the power of attorney is granted to a natural person, it has to be signed by the founder/sole trader and authenticated before a competent body (municipal authority or court).
Must the applicant specify the business commencement date in the application form?
When filing the registration application, the founder/sole trader has the option to specify as the commencement date the day when the Registrar issues the certificate of registration, or the registration of enterprise may not include the commencement date. From the date of commencement of activities, the sole trader becomes liable for payment of any levies to the government (taxes, contributions and other levies). If the registration of enterprise did not include the commencement date, the sole trader is obligated to report the commencement date to the Register at a later notice, with a subsequent application for registration of change of commencement date registration. The date of the certificate of commencement of business shall be registered as the commencement date.
Is the registration of a predominant activity mandatory?
The registration of a predominant activity is mandatory for the founder. The founder shall chose one predominant activity in accordance with the Law on Classification of Business Activities and Classification Units Register, which means that if he is not sure about the activity code, then he must at least enter a description of his predominant activity.
Can the entrepreneur engage in activities other than the predominant activity?
The entrepreneur may engage in other activities than the predominant activity.
Important notice: Bearing in mind the provisions set forth in the Company Law, business entities shall apply for registration of only one predominant activity into the Register kept by the Business Registers Agency. As regards other activities, it is understood by Law, business entities may engage in these, with the exception of those activities which require an approval, license or other act of the state authority – or the subsequent approval of the state authority. On the other hand, a business entity registering a predominant activity which requires the approval, license or other act of the state authority, must submit such approval, license or other act of the state authority along with the application for the registration of that particular activity into the Register. A prior approval of the state authority is required for instance in the case of production, trade, distribution, processing and storage of substances hazardous and harmful to human health and the environment, in the case of banks and insurance companies. Additionally, Art. 6 of the Company Law prescribes that a business entity may conduct its activities in premises which comply with the requirements on the state of technical equipment, safety at work and the protection and preservation of the environment, as well as other prescribed requirements, and that competent authorities shall verify compliance with these requirements through regular on-site inspection.
The Company Law, as the basic corporate law, sets forth in Art. 51 that the provision on the company name, business seat, activity, operating requirements, representation, liquidation and termination of companies, shall also apply to entrepreneurs, who fall into the category of business entities.
Hence, a business entity applying for registration in the Register kept by the Business Registers Agency does not have to submit a certificate of compliance issued by the competent inspection authorities with respect to the premises in which the activity is conducted, except in the case of production, trade, distribution, processing and storage of substances which are hazardous and harmful to human health and the environment, or on compliance with other material laws where this is explicitly prescribed. Such approvals shall be obtained prior to the registration, which is an exception.
The ensuing conclusion, based on the above, is that business entities are under the obligation to register only one predominant activity in the Register, as the Company Law prescribes that they may engage in other activities as well, provided that they themselves ensure compliance with the requirements for conducting these activities.
When does the change of registered data become legally effective?
The change of registered data becomes legally effective on the day when the certificate of registration of change is granted. An exception to this is registration of a temporary shutdown, in which case you must submit the application for registration of temporary shutdown on the day of the shutdown at the latest, while application for registration of resumption of business must be filed within three days from the recommencement.
Can there be a change of founder-sole trader?
The Law on Private Sole traders does not include the possibility to change the sole trader in a sole proprietorship. The only option that the Law does recognize is that members of the sole trader’s household may take over the enterprise within 30 days from the sole trader’s death. In this case, the application for registration of change needs to be accompanied by a copy of entry from the Register of Deaths and a statement of the spouse and/or parents and/or children that they agree that one or several of them shall take over the enterprise.
How can I register premises other than the registered office?
You may register other premises, beside the registered office, upon formation of the enterprise or at a later point, by filing application for registration of change of entry of premises other than the registered office. The mandatory information is the address of the premises outside the registered office and the trade code of the principal business activity. If you have registered a stall as the registered office, you may not register other premises beside the registered office. We wish to underline that the change involving a temporary shutdown of business in premises other than the registered office need not be registered.
When registering premises used outside the registered office, is it mandatory to enter the trade code and description of the activity that the sole trader will conduct in those premises?
If you will use the premises outside the registered office to conduct the same activity that was registered as your principal activity, you do not need to enter the trade code and description. However, if you plan to engage in some other activity in these separate premises, you will be required to enter the trade code and description along with the address of all separate premises. If you have registered a stall as the registered office, you may not register other premises beside the registered office. If you failed to enter the trade code for the premises outside the registered office, these premises shall be registered for your principal business activity.
What date do I need to register as the effective date of temporary shutdown?
A sole trader is required to file the application for registration of a temporary shutdown with the Register of Business Entities no later than on the day of temporary shutdown of business. You must submit the application for registration of resumption of business within three days from the recommencement.
The application for registration must contain a future date of the temporary shutdown, while the reasons of the temporary shutdown are irrelevant for the Agency. The application cannot have a retroactive effect, so the earliest date of temporary shutdown may be the date on which the application for registration was submitted. If you have suspended your business prior to filing the application of registration, this information may be registered as annotation of data relevant for legal transactions.
The law has foreseen the possibility of a temporary shutdown of business but not of business premises other than the registered office. Consequently, temporary shutdown of business activity applies to the registered office and all other premises. Temporary shutdown of premises other than the registered office is not subject to registration, but you need to report it to other competent bodies (Tax Administration) instead.
Who can file an application for striking off a sole trader from the Register?
Application for striking off may be filed by the sole trader or his agent. If the application is filed by an agent, the power of attorney needs to be supplied as well. The power of attorney may be vested in a lawyer and need not be authenticated in that case. However, if the power of attorney is granted to a natural person, it has to be signed by the founder and authenticated before a competent body. For partnerships, all partners have to sign and file the application for striking off.
When to appoint a supervisor and how to register him with the Agency?
If for some reason the founder of the enterprise cannot conduct business, (the reasons are irrelevant for the Agency), he may appoint a supervisor. The Law prescribes that only a certain group of persons may be appointed as supervisors, specifically the staff of the shop or members of the family (spouse, children or parents). In order to appoint a supervisor, a written authorization is required which must be submitted to the Agency, along with the application for registration and the payment of a fee for the change. In the case when the activity is conducted by the supervisor, the supervisor is responsible for the business operations of the enterprise. The registration does not have retroactive effect, i.e. the change can produce legal effect earliest on the application filing date.
As a sole trader, can I engage in other activities beside the registered principal business activity and must I register a change of principal business activity?
Beside the registered principal business activity, a sole trader may engage in any other lawful activity, while compliance for those activities needs to be verified by competent authorities. You may carry on activity that is not registered as your principal activity in premises outside the registered office. The change regarding expansion of principal business activity is not subject to registration.
Can I form an enterprise for a limited term and, if so, what documents do I need to submit?
You may establish an enterprise for a specific term. In this event, the mandatory information in the application for registration is the dissolution date. You need to submit the proof that you have paid the fee for enterprise registration and striking off the Register, as well.
Does the staff hired by the entrepreneur need to be registered with the Agency?
Employee data are not subject to registration. It is important to know that the law sets forth that members of the family (spouse, children and parents), may work within the enterprise without establishing employment relations. The employees must be registered with other authorities (Fund for Pension and Invalidity Insurance…)..
Are there any other situations in which a sole trader may be struck off the Register?
A sole trader can be struck off the Register in the event of:
- death or loss of business ability
- continuously not carrying on the business for an entire year
- lapse of term, if the business was registered for a limited term
- conducting the business during the period of interim suspension ordered by a competent authority
- being fined more than three times for engaging in activity whose compliance requirements the sole trader does not meet
- being banned from conducting the business due to noncompliance with the requirements for the business activity, and failing to meet the requirements or change the activity by the deadline cited in the ban
- change of legal form by converting into a company
- change of legal form by converting into an institution
- bankruptcy.
Can I register as a sole trader if I am employed/retired?
Any domestic or foreign legal entity, regardless of whether they are employed, retired (with the exception of disability and survivor’s pension beneficiaries, who would lose their entitlement to disability or survivor’s benefit) or unemployed, may register as a sole trader. If you have registered as an unemployed sole trader, the Agency will register you with the Pension and Disability Fund. However, you will still be obligated to register all your employees with the Pension and Disability Fund.
How do you proceed to strike off a sole trader from the Register in the event of death?
In the event of death of an individual operating as sole trader, when more than 30 days have elapsed since the date of decease, the successors or other persons authorized by the law shall file the application for strike off from the Register, accompanied by a proof that the fee for strike off has been paid and a copy of entry in the Register of Deaths. The date of decease of the sole trader is registered as the date of dissolution of business. If less than 30 days have elapsed since the date of death of the sole trader, the application for strike off from the register and a copy of entry in the Register of Deaths need to be accompanied by the proof that the fee for strike-off has been paid and the statement of members of the deceased sole trader’s household (parents, spouses and children) that they agree to have the sole trader struck off the Register.
What documents do I need to submit to have the legal form of sole trader converted into a company?
- application for striking off the sole trader from the Register
- application for registration of a company
- all the documents required by the law for the formation of the type of company into which you wish to convert
- proof that you have paid the RSD 5,100 fee to the SBRA account and the RSD 1,750 fee for obtaining a company code, to the budget of the Republic of Serbia
- resolution on conversion of the legal form from sole trader to company.
What documents do I need to submit to registration as a sole trader?
If you wish to register as a sole trader, you will need:
- properly completed integrated application form for registration of business entity – sole trader and registration with the integrated taxpayers’ register. The application should contain all the relevant data and be signed by the applicant.
- copy of the identity card or passport of the founder-sole trader as proof of identity
- RSD 540 registration fee paid to the account no. 840-969627-83, reference number 86-04, the recipient is the Business Registers Agency, as the purpose of payment you should state “fee for registration of sole trader”
- if you wish to register a business activity that requires the approval of the competent authority prior to registration, you must submit the original or certified photocopy of the decision of the competent authority
- if the application is submitted by an agent, you must also submit the power of attorney. The power of attorney may be vested in a lawyer and need not be authenticated in that case. If the power of attorney is granted to a natural person, it has to be signed by the founder and authenticated before a competent body (municipal authority or court).
- If you wish to register a general partnership, you need to submit:
- (According to the law, such partnerships may have a maximum of 10 founders-partners)
- registration application form, properly completed and signed by all the founders-partners
- photocopies of the identity cards or passports of all founders-partners, as proof of identity
- RSD 540 registration fee paid to the account no. 840-969627-83, reference number 86-04, the recipient is the Business Registers Agency, as the purpose of payment you should state “fee for registration of enterprise”
- if you wish to register a business activity that requires the approval of the competent authority prior to registration, you need to submit the original or certified photocopy of the decision of the competent authority
- if the application is submitted by an agent, the power of attorney must also be enclosed. The power of attorney may be vested in a lawyer and need not be authenticated in that case. If the power of attorney is granted to a natural person, it has to be signed by all the founders-partners and authenticated before a competent body.