Friday, May 25, 2018

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General Instructions

The procedure for the registration of the representative office of a foreign association (hereinafter: representative office), in the Register of Foreign Associations begins with submitting an accurately completed application form for registration, (registration of formation, changes and deletion of data), to the Serbian Business Registers Agency (SBRA), supported by the proposed annexes, required documents and proof of payment of the fee.

The applications for registration are to be completed electronically or in writing, legibly, and can be obtained:

  • in person at SBRA’S Belgrade head office
  • at SBRA’s branch offices
  • from the Agency’s website.

Accurately completed applications with supporting documents and proof of payment of the fee are to be submitted:

  • in person to SBRA’S Belgrade head office
  • to SBRA’S branch offices
  • by registered mail.

The application for registration in the Register may be submitted by:

  • the representative office’s authorized representative
  • a proxy with a written power of attorney signed by the authorized representative and provided with the stamp of the representative office.

Please  note:
If application for registration in the Register and collection of the Registrar’s decision is made through a proxy, the original power of attorney, or a certified copy thereof, is delivered to SBRA as an integral part of the application. When filing an application for registration, the power of attorney must be provided with the authenticated signature of the principal, (i.e. the authorized representative of the representative office applying for registration), certified by the competent signature certification body. If the power of attorney for the purpose of registration is granted to an attorney, the signature of the principal need not be certified by the competent certification body.

If the applicant is a proxy – attorney, he may designate an alternate attorney to submit the application and collect the Registrar’s decision, (substitute power of attorney).

The holder of the power of attorney – attorney may be replaced by a legal trainee employed with him, only if this is specified in the power of attorney.

To be submitted with the application for registration are the prescribed documents and proof of payment of the fee – payment slip or other proof that the registration fee has been paid, to the account of the Serbian Business Registers Agency number 840-29770845-52, model 97, download reference number (In order to correctly fill out the payment slip for the payment of the fee, please click on the button to download the mandatory reference number generated by the Agency, according to Model 97.The generated reference number is valid for only ONE payment).

Collecting the Registrar’s decision

The Registrar’s decision (decree or conclusion, if the applicant has opted to collect the decision at SBRA’s Belgrade head office), may be collected by:

  • the representative office’s authorized representative
  • the applicant
  • the person delegated by the representative or applicant, in which case, a written power of attorney, issued by the applicant, bearing the stamp of the representative office or the certified signature of the applicant, must be submitted at the moment registration of the formation, unless filed with the application.

Application for registration

Applications for registration in the Register are submitted on the prescribed form. If there is no prescribed form, the application is submitted by means of a request, stating all data subject to registration. To be submitted along with the application containing general data on the representative office and applicant, in order for the procedure to be cost-effective, are also the proposed annexes with every type of change. The proposed annexes, along with the application form, may be obtained at SBRA’s head office in Belgrade, at SBRA’s branch offices and downloaded from the Agency’s website.

Applications for registration are submitted in the language and script in official use in the Republic of Serbia.

The application for registration is submitted to the Agency in one copy.

Please note:
The proposed annexes facilitate and speed up the decision making and registration procedure, but the applicant is not under the obligation to complete and submit them.

To be submitted with the application (mandatory) are:

  • the documentation submitted for the purpose of registration, pursuant to the Law and By-Law
  • proof of payment of the registration fee in accordance with the Decree prescribing the rate of fees for the registration of associations in the Register and other services provided by the Agency in the process of administering the Register
  • optional: proposed annexes depending on the type of change.

Certificate of receipt of application

The Registrar issues a certificate of receipt of application. The certificate is issued on a form proposed by the Registrar, with records of the filing time, number (code) under which the application is filed, Register code, subject of registration, list of documents received and rate of the fee charged for registration in the Register.

Services provided by the Agency

For the purpose of viewing the Register, submitting applications and requests for the issuance of certificates and copies from the Register, the Registrar ensures access to the Register through the Agency, as well as all-day online access to the Register.

The Agency ensures electronic connectivity of the Register with other registers or databases kept in the Republic of Serbia, or outside of the Republic of Serbia.

The connectivity of the Register with government agencies and organizations is ensured through the telecommunications network or through computer media. The Agency fosters cooperation with government agencies and organizations in order to create the conditions for updated record keeping of data related to associations, which are registered in these agencies and organizations.

Issuance of certificates on registered data in the Register

To obtain a certificate on registered data the following is to be submitted:

  • a completed request for certificate
  • proof of payment of the fee (fee amounts).

Please note:The request for issuance of certificates may be submitted by any legal or natural person. If the request is submitted in person at SBRA’s head office or branch offices, the certificate can be obtained immediately.

Other services provided by the Agency in the process of administering the Register

In the process of administering the Register, the Agency:

  • upon written request, publishes data on the Agency’s website, that are relevant for business operations and legal transactions, such as phone and fax number, website, e-mail, bank account numbers and similar. 
  • upon written request, issues certificates on facts based on registered data.
  • upon written request, issues copies of documents based on which registration in the Register was effected. 
  • upon written request, prints documents on the Agency’s website. 
  • issues data kept in the Register processed according to specific user requests, and delivers these to the user in electronic format, on media or through the electronic service provided by the Agency. 
  • fees are paid to account number: 840-29770845-52, model 97, download reference number (In order to correctly fill out the payment slip for the payment of the fee, please click on the button to download the mandatory reference number generated by the Agency, according to Model 97.The generated reference number is valid for only ONE payment).
  

Registration

REGISTRATION OF THE REPRESENTATIVE OFFICE IN THE REGISTER OF FOREIGN ASSOCIATIONS

The procedure for registration in the Register of Foreign Association begins with submitting 2 applications for registration in the Register:

  • an application for the registration of the foreign association’s representative office in the Register of Foreign Associations, prescribed by the By-Law on the content, the procedure for registration and administration of the Register of Foreign Associations,
  • a unique application for the registration of legal persons and other entities and registration in the unique register of taxpayers (ЈРППС–2 form), prescribed by the By-Law on the allocation of a tax identification number to legal persons, sole traders and other entities subject to registration in the Serbian Business Registers Agency. Only selected sections of this application are to be completed, i.e.: name; contact data; method of delivery of the decree/conclusion; signature of the authorized representative of the legal entity i.e. the applicant
  • prescribed documentation

Please note:
The applicant is required to accurately complete and sign the application for registration of the foreign association’s representative office in the Register of Foreign Associations, as prescribed by the By-Law on the content, the procedure for registration and administration of the Register of Foreign Associations, and to accurately complete the indicated sections and sign the unique application for registration (ЈРППС-2). In this manner, by submitting the unique application for registration together with the application for registration in the Register, the foreign association’s representative office acquires a tax identification number (PIB) from the Tax Administration generated in SBRA’s decision on registration in the Register of Foreign Associations.

To be submitted along with an accurately completed application for registration in the Register of Foreign Associations are:

  • a certified copy and certified translation of the act on the registration of the association in the state of origin or certified copy of the certificate (statement) validated by the public notary that the association has the status of legal entity according to the law of the state of origin, even without being registered, and a certified copy thereof
  • certified copy and certified translation of the decision of the foreign association’s authorized body to establish a representative office in the Republic of Serbia
  • certified document and certified translation of the document issued in the country of origin, based on which it can be determined who the founders of the association applying for registration in the Republic of Serbia are
  • certified decision and certified translation of the decision to appoint the person authorized to act on behalf of and represent the foreign association’s representative office
  • certified copy of that person’s identity document and proof of domicile or residence in the Republic of Serbia
  • copy and certified translation of the articles of association or other equivalent act containing data on the registered office and internal organization of the foreign association’s representative office on the territory of the Republic of Serbia
  • proof of payment of the fee for the registration of the foreign association’s representative office in the Register, in accordance with the act prescribing the rate of fees for the registration of an association in the Register and for other services provided by the Agency in the process of administering the Register (fee amounts).

The application is submitted by the authorized representative or the person delegated by him.

Upon receipt of the application, the Registrar checks whether the legal requirements for registration have been met. Having established that the filed application and documentation are in order, the Registrar adopts a Decree on registration in the Register of Foreign Associations within 30 days from the date of submission of the application.

Please note:
The Registrar does not verify the accuracy of the data or the authenticity of the documents submitted in support of the application for registration.

  

Changes

The representative office is obliged to report to the Registrar any change of registered data within 15 days from the date on which the change occurred.

The procedure for the registration of data on the representative office begins with filing an application for registration of change of data in the Register of Foreign Associations with the required documentation.

It is recommended that, along with the application for registration, applicants submit the corresponding annexes, depending on the type of change.

To be submitted with an accurately completed application form for registration of changes in the Register of Associations are:

  • decision of the authorized body on change of data; - the decision must be adopted by the authorized body, dated and signed by the person authorized to sign. The applicant must submit the original decision and a translation thereof, certified by a court interpreter
  • the original minutes from the meeting of the body authorized to adopt the decision on change of data, or a certified copy thereof, and also a certified translation by a court interpreter
  • proof of payment of the fee for the registration of change of data in the Register, in accordance with the Decree regulating the rates of fees for the registration of associations in the Register and other services provided by the Agency in the process of administering the Register. The fee is paid to account number 840-29770845-52, model 97, download reference number (In order to correctly fill out the payment slip for the payment of the fee, please click on the button to download the mandatory reference number generated by the Agency, according to Model 97.The generated reference number is valid for only ONE payment).

The application must be submitted by the authorized representative or a person delegated by him.

Upon receipt of the application, the Registrar checks whether the legal requirements for registration have been met. Having established that the filed application and documentation are in order, the Registrar adopts a Decree on registration or deletion of data changes, within 30 days from the date of submission of a valid application.

Please note:
The Registrar does not verify the accuracy of the data or the authenticity of the documents submitted in support of the application for registration. Should the Registrar establish that the requirements for registration have not been met, but that the faults that have been identified can be corrected, the Registrar shall notify the applicant thereof and instruct him to remedy these faults, i.e. amend the application, within the suitable term of 15 days from the date of receipt of the notification. The notification is delivered to the address indicated in the application as the address for receipt of the Registrar’s decision and posted on the Agency’s website.

If the applicant proceeds to amend the application within the required term, i.e. submits the correct documentation, the Registrar will approve the request and carry out registration in the Register within 30 days from the date of the submission of a valid application.

If the applicant fails to act within the required term or fails to amend the application and deliver the proper documentation, the Registrar will reject the application, on grounds of non-compliance with registration requirements.

For the registration of specific changes, in addition to the documentation listed above, the following is also to be submitted to the Register:

Change of data on the foreign associations founder:

  • For change of data on a foreign association founder: a certified document and certified translation of the document issued by the state of origin corroborating the change of data on the foreign association founder.

Change of authorized representative:

  • For change of authorized representative: certified copy of the identification document of the authorized representative, and if it does not contain data on domicile or residence, then also a certificate of domicile or residence.

Change of the domicile/residence of authorized representative:

  • For change of the domicile/residence address of the authorized representative: a certified copy of the ID card of the authorized representative, and if it does not contain data on the domicile and address, then also a certificate of domicile, or certified copy of the passport and certificate of residence.

Change of identification document of the authorized representative:

  • For change of identification document of the authorized representative: certified copy of the new identification document of the authorized representative, and if it does not contain data on the domicile and address, then also a certificate of domicile, or certified copy of the passport and certificate of residence.
  

Strike-off

Strike-off from the Register due to termination of work of a foreign association (the founder of the representative office)

The procedure for strike-off of a representative office due to termination of a foreign association begins with filing an application for strike-off from the Register with the required documentation.

To be submitted along with an accurately completed application for registration of a change in the Register of Associations, is the documentation corroborating the facts relative to the termination of the foreign association:

  • the original or certified copy of the act and certified translation of the act issued by the state of origin to corroborate that the association has ceased to operate, or the original or certified copy of the certificate (statement) validated by the court or public notary and a certified translation thereof, that the foreign association has ceased to operate
  • proof of payment of the fee for the registration of change of data in the Register, in accordance with the Decree regulating the rate of fees for the registration associations in the Register and other services provided by the Agency in the process of administering the Register. The fee is paid to account number: 840-29770845-52, model 97, download reference number (In order to correctly fill out the payment slip for the payment of the fee, please click on the button to download the mandatory reference number generated by the Agency, according to Model 97.The generated reference number is valid for only ONE payment).

Strike-off on the grounds of a decision by the foreign association (founder) to close down the representative office

The procedure for strike-off of the representative office from the Register on the grounds of a decision by the representative office (founder) to close down the representative office begins by filing an application for strike-off from the Register along with the required documentation.

To be submitted along with an accurately completed application for registration of changes in the Register of Associations, is the documentation corroborating the facts related to the termination of the foreign association:

  • the original or certified copy and a certified translation of the decision of the authorized body of the foreign association to close down the representative office of the foreign association with a statement confirming that all liabilities towards state and other authorities and employed staff have been settled
  • proof of payment of the fee for the registration of change of data in the Register, in accordance with the Decree regulating the rate of the fee for the registration of the association in the Register and other services provided by the Agency in the process of administering the Register. The fee is paid to account number: 840-29770845-52, model 97, download reference number (In order to correctly fill out the payment slip for the payment of the fee, please click on the button to download the mandatory reference number generated by the Agency, according to Model 97.The generated reference number is valid for only ONE payment).

The application must be submitted by the authorized representative or a person delegated by him.

Upon receipt of the application, the Registrar checks whether the legal requirements for strike-off have been met. Having established that the filed application and documentation are in order, the Registrar adopts a Decree on strike-off of from the Register, within 30 days from the date of submission of the application.

Please note:
The Registrar does not verify the accuracy of the data or the authenticity of the documents submitted in support of the application for registration.

Should the Registrar establish that the requirements for registration have not been met, but that the faults that have been identified can be amended, the Registrar shall notify the applicant thereof and instruct him to remedy these faults, i.e. amend the application, within the appropriate term of 15 days following the day of receipt of the notification. The notification is delivered to the address indicated in the application as the address for receipt of the Registrar’s decision and posted on the Agency’s website.

If the applicant proceeds to amend the application, i.e. submit the correct documentation within the required term, the Registrar will approve the request and carry out registration in the Register within 30 days from the date of the submission of a valid application.

If the applicant fails to act within the required term or fails to amend the application and deliver the proper documentation, the Registrar will reject the application, on grounds of non-compliance with registration requirements.

  

Ban on work

Entry of note on the institution of a procedure for banning the work of a foreign association’s representative office

The registration of the commencement of the procedure for banning the work of a representative office begins by filing an application for registration of changes (note) with the required documentation.

To be submitted along with an accurately completed application for the entry of the note in the Register, are:

  • the original or certified copy of the proposal by the competent authority for banning the work of the representative office
  • proof of payment of the fee, in accordance with the Decree prescribing the rate of fees for registration of associations in the Register and other services provided by the Agency in the process of administering the Register. The fee is paid to account number: 840-29770845-52, model 97, download reference number (In order to correctly fill out the payment slip for the payment of the fee, please click on the button to download the mandatory reference number generated by the Agency, according to Model 97.The generated reference number is valid for only ONE payment).

The entry of a note on the Decision of the Constitutional Court banning the work of a foreign association’s representative office

The entry of a note on the Decision of the Constitutional Court banning the work of the foreign association’s representative office begins with filing an application supported by the required documentation.

To be submitted with the application for registration of the entry of a note in the Register are:

  • the original or certified copy of the decision of the Constitutional Court to ban the work of the foreign association’s representative office
  • proof of payment of the fee, in accordance with the Decree prescribing the rate of the fee for the registration of associations in the Register and other services provided by the Agency in the process of administering the Register.

Please note:
Following the entry of a note on the Decision of the Constitutional Court to ban the work of the foreign association’s representative office, the Registrar, in the line of duty, strikes off the representative office from the Register of Foreign Associations.

  
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