Deletion

A deletion from the Business Entities Register may be implemented on the following four bases:

  • after completion of the liquidation or forced liquidation proceedings,
  • after completion of the bankruptcy proceedings,
  • due to a resolution, or dissolution of the founder of a representative office / branch of a foreign company,
  • due to a status change, which is resulting in the deletion of one of the participants from the Register.

If a company is deleted after completion of the liquidation or bankruptcy proceedings or due to a status change, it shall be obliged to file the extraordinary financial statement to the Register of Financial Statements. A branch of a foreign legal entity shall also be obliged to submit the extraordinary financial statement in the event of deletion.

Account for payment of the fee

Account number for payment of the fee for deletion of the registered data on business entities:

  • 840-29770845-52, model 97, reference number (make sure that you enter the reference number in the payment slip).

Notice for All Business Entities Undergoing а Tax Control

The provision of Article 29 of the Tax Procedure and Tax Administration Law stipulates that the Serbian Business Registers Agency may not:

  • delete a business entity from the prescribed register,
  • register status changes, and
  • change the data pertaining to the founder or member, name, seat, contribution and form of organization, termination or other changes in the data relating to business operations of a sole proprietor,

within the period from its receipt of a notice by the Tax Administration that a tax control is going to be conducted in the business entity, including actions of the Tax Police, for the purpose of detecting tax crimes, and until its receipt of the notice n that the tax control was completed, i.e. that the actions by the Tax Police were completed. The same shall apply within the period from its receipt of a notice that the Taxpayer Identification Number (TIN) was temporarily seized from the business entity in compliance with this Law and until a notifice that the TIN has been returned to the business entity.

The Serbian Business Registers Agency may change data relating to conducting of business activity of a sole proprietor in the event of appointing or changing the manager of the sole proprietor, in compliance with the law.

Such business entities can be searched on the SBRA’s webpage: The Central Register of Temporary Restrictions of Rights of Entities Registered with the Serbian Business Registers Agency.

After the Tax Administration informs the Serbian Business Registers Agency that the control in the business entity was completed or that the temporarily seized TIN was returned to the business entity, the procedure of deletion or change of the data in the Register may be initiated.

LIQUIDATION

Application for Registration of Initiation of Liquidation Proceedings

  • Application for registration of the initiation of liquidation and publication of the notice (Mandatory Information + Appendix 21),
  • resolution on initiating the liquidation proceedings,
  • proof of payment of the fee for registration of the change of data.

The liquidation of a company may be conducted when the company has sufficient assets to settle all of its liabilities (a manner of dissolution of a solvent company).

It shall be initiated by a resolution of the partners, general partners, the general meeting of a limited liability company, or the general meeting of shareholders.

The liquidation of a company shall commence on the date of registration of the resolution on liquidation and publication of the notice on initiating the liquidation proceedings.

The notice shall be published on the website of the Register of Business Entities for a period of 90 days, and creditors may file their claims not later than within 30 days after the date of expiry of the period of publication of the notice. Consequently, an application for registration of deletion of the company may be submitted after completion of the liquidation proceedings at the earliest 120 days after the date of publication of the notice (i.e. the date of the decision of the Registrar on the registration of the initiation of the liquidation proceedings). It is important to note that an application for registration of deletion cannot be filed if the opening liquidation balance sheet envisaged by Article 536 of the Company Law was not registered earlier (please, see the application for registration of the opening liquidation balance sheet and/or annual liquidation report).

In addition to the publication of the notice of initiating the liquidation proceedings aimed at informing the unknown creditors of the proceedings, the liquidator shall also be obliged to send a written notice of initiating the liquidation proceedings to the known creditors, not later than within 15 days from the date of commencement of the liquidation proceedings.

A liquidator shall be appointed in the resolution on initiating the liquidation proceedings. Upon appointment of the liquidator, the representation rights of all representatives of the company shall terminate. If the company fails to appoint a liquidator in the resolution on initiating the liquidation proceedings, all legal representatives of the company shall become liquidators and shall be registered ex officio.

The company may appoint several liquidators, who shall jointly represent the company, unless specified otherwise in the resolution on their appointment.

Any natural or legal person (including members and/or representatives of the company) may be appointed as the liquidator.

If the company changes the address of its seat or its mailing address during the time period of the notice on initiating the liquidation proceedings and during the time period for filing claims, the period of 90 days shall begin to run anew, starting from the date of registration of that change.

Application for Registration of Opening Liquidation Balance Sheet, or Annual Liquidation Report

  • Application for registration of the opening liquidation balance sheet or annual liquidation report (Mandatory Information + Appendix 28),
  • adopted opening liquidation balance sheet, or annual liquidation report,
  • proof of payment of the fee for registration and publication of documents.

The liquidator shall be obliged to prepare an opening liquidation balance sheet (90 days at the earliest and 150 days at the latest from the date of the commencement of liquidation), which shall submit to the partners, general partners or the general meeting, for adoption. The partners, general partners, or the general meeting shall be obliged to pass a resolution on the adoption of the opening liquidation balance sheet not later than within the period of 30 days from the date of its submission for adoption.

The adopted opening liquidation balance sheet shall be registered within 15 days from the date of its adoption.
In addition to the application for registration of the opening liquidation balance sheet, the resolution of the general meeting on its adoption shall be also submitted.

The adopted opening liquidation balance sheet shall contain:

  • a list of filed claims,
  • a list of accepted claims,
  • a list of contested claims with a statement of reasons for contesting the claims;
  • information whether the assets of the company are sufficient for settling all liabilities of the company, including the contested claims,
  • necessary actions for conducting the liquidation proceedings,
  • time envisaged for completion of the liquidation proceedings,
  • other facts of relevance for conducting the liquidation proceedings.

The liquidator cannot file an application for deletion of the company if the 120-day period after the publication of the notice was not expired and if the opening liquidation balance sheet referred to in Article 536 of the Company Law was not registered.

If the liquidation proceedings last for more than one year, i.e. if the business year ends during the proceedings, the liquidator shall submit the opening liquidation balance sheet to the partners, general partners or the general meeting for adoption, not later than six months upon expiry of each business year. Annual liquidation reports shall be registered within 15 days from the date of adoption.

In addition to the application for registration of the opening liquidation balance sheet or annual liquidation report, it is necessary to submit the resolution of the general meeting on its adoption.

Application for Registration of Termination of Liquidation Proceedings

  • Application for registration of termination of the liquidation proceedings (Mandatory Information + Appendix 22),
  • resolution of the general meeting on termination of the liquidation proceedings,
  • proof of payment of the fee for registration of change of data.

Pursuant to the resolution of the partners, general partners, or the general meeting, the liquidation proceedings may be terminated and business operations may be resumed.

The resolution to terminate the liquidation proceedings may be passed only if the company has fully settled the claims of all creditors, provided that the company has not terminated employment contracts with any of its employees on account of the liquidation nor commenced payments to the company members.

The appointment of a legal representative of the company and a statement by the liquidator that the claims of all creditors have been fully settled and that the company has not commenced payments to the company members shall constitute an integral part of the resolution to terminate the liquidation proceedings.

The resolution to terminate the liquidation proceedings shall be registered.

Application for Registration of Deletion from the Register after Completion of Liquidation Proceedings

  • Application for registration of deletion from the Register after completion of the liquidation proceedings,
  • resolution of the company’s general meeting to terminate the liquidation proceedings,
  • report of the liquidator on the conducted liquidation,
  • statement by the liquidator that the company has fully settled its obligations on account of reported claims and that no other proceedings are conducted against the company;
  • resolution on distribution of the liquidation proceeds of the company,
  • resolution of the company on the person to whom the books and documents are entrusted for safekeeping or the statement by the liquidator on the name and address of that person,
  • proof of termination of tax liabilities, issued by the competent tax authority, which is not older than five days at the time of filing an application for deletion from the Register, pursuant to the provision of Article 29, paragraph 7 of the Tax Procedure and Tax Administration Law (Official Gazette of the RS, Nos. 80/2002, 84/2002 - correction, 23/2003 - correction, 70/2003, 55/2004, 61/2005, 85/2005  other law, 62/2006 - other law, 61/2007, 20/2009, 72/2009 - other law, 53/2010, 101/2011, 2/2012  correction, 93/2012, 47/2013, 108/2013, 68/2014, 105/2014, 91/2015 - Authentic Interpretation, 112/2015, 15/2016, 108/2016, 30/2018, 95/2018 and 86/2019),
  • certificate that the business entity has been deleted from the register of VAT taxpayers or a statement by the liquidator that the business entity is not a registered VAT payer,
  • proof of payment of the fee for deletion of the business entity.

Note: Documents that prove termination of tax liabilities are a certificate issued by the competent organizational units of the Tax Administration of the RS in accordance with the Instruction of the Tax Administration No. 437-0027/2013-D00000 of 1/8/2013 and the certificate of the tax administration of the competent local self-government unit.
Upon payment to creditors, the liquidator shall prepare the following:

  • closing liquidation balance sheet (this is the financial statement that shall be registered in the Register of Financial Statements; it is not submitted to the Register of Business Entities along with the application for registration of deletion),
  • report on completed liquidation proceedings,
  • written statement that s/he has sent a notification to all known creditors, as well as that all obligations of the company (on account of filed claims and the claims which, within the meaning of the Law, are deemed filed), have been settled in full and that no other proceedings are conducted against the company,
  • draft resolution on completion of the liquidation proceedings.

Liquidation shall be terminated by a resolution on completion of liquidation.

The company may not pass the resolution on completion of the liquidation proceedings prior to the final completion of all proceedings which may, as their legal effect, produce an obligation for the company and fulfilment of all such obligations. Upon completion of the liquidation proceedings, the company shall be deleted from the Register of Business Entities.

Joint stock companies shall apply for deletion after submitting an application to the Central Registry to strike-off financial instruments from the register.

The liquidator may not file an application for deletion of the company unless the 120-day period from the date of publication of the notice has expired and unless the initial liquidation report referred to in Article 536 of the Company Law has been registered.

The business books and documents of the company shall be kept in such a manner that they are accessible on the territory of the Republic of Serbia, in accordance with the regulations governing the archive material. The name and address of the person to whom the books and documents are entrusted and who must have a place of residence or seat in the territory of the Republic of Serbia, shall be registered.

BANKRUPTCY

With the entry into force of the Law on Amendments and Supplements to the Law on Bankruptcy (Official Gazette of the RS, No. 83/2014), the conditions were met for the ex officio registration of data on the business entities that are the subject of the bankruptcy proceedings.

In accordance with the foregoing, registration of:

  • initiation of the bankruptcy proceedings,
  • change of data during bankruptcy, and
  • deletion of a business entity due to completion of the bankruptcy proceedings

shall be condu - for the bankruptcy administrators, the trustees of the Privatization Agency or the Deposit Insurance Agency - on the basis of the power of attorney submitted to the SBRA by these agencies.

In case of the sale of the bankruptcy debtor as a legal entity and termination of the bankruptcy proceedings, the obligation to register the change of data about the business entity on these grounds remains with the buyer of the bankruptcy debtor, i.e. the application shall be submitted by the legal representative of the sold legal entity, in accordance with the instructions which are available below.

Termination of Bankruptcy Proceedings Due to the Sale of the Bankruptcy Debtor as a Legal Entity:

The bankruptcy proceedings may be terminated as a result of the sale of the bankruptcy debtor as a legal entity, which does not result in deletion but in the registration of the change of data on the bankruptcy debtor in the Register.

If the bankruptcy debtor is sold as a legal entity in the bankruptcy proceedings, the bankruptcy proceedings in relation to the bankruptcy debtor shall be terminated, but shall be continued in relation to the bankruptcy estate. Upon termination of the bankruptcy proceeding, the business entity that was the subject of the sale in the bankruptcy proceeding retains its legal personality, but the founder, i.e. the owner of the legal entity, is changed, given that the buyer of the bankruptcy debtor shall be registered as a company member in the register kept by the Serbian Business Registers Agency (this does not apply to joint stock companies, given that a change of shareholders is not subject to registration in the Business Entities Register but in the Central Registry – the Central Securities, Depository and Clearing House). At the same time, a new company member shall elect legal representatives and other corporate governance bodies of the company.

In this case, it is a new representative of the company who shall be authorized to file the application for registration of the change of data, but not the bankruptcy administrator (the most common changes are changes of business name, legal form, corporate governance bodies, company members, and termination of the bankruptcy proceeding; accordingly, the appropriate appendix/appendices shall be submitted along with the application for registration). The following documents shall be attached to the application for registration of termination of the bankruptcy proceeding due to the sale of the bankruptcy debtor as a legal entity:

  • final decision to terminate the bankruptcy proceeding,
  • contract on sale of the bankruptcy debtor as a legal entity,
  • proof of identity of the new company member(s),
  • corresponding resolutions of the company’s general meeting or other corporate governance body of the company on the change / appointment of the corporate governance body or on the change of other status data,
  • amendments to the memorandum of association and the consolidated text thereof (in case of change of the legal form) and/or the articles of association (in case of a joint stock company),
  • proof of payment of the fee - please note that a separate fee shall be paid for registration of the company’s memorandum of association or articles of association in accordance with the Decision on Fees for Registration and Other Services Provided by the Serbian Business Registers Agency.

Important Notice:

The provisions of the Company Law, which provide for mandatory publication of the draft resolution on change of the legal form, are inapplicable to the change of the legal form due to the sale of the bankruptcy debtor as a legal entity.

This is an exception in which the change of the legal form may be registered in “one step”.

By way of exception to this rule, the provisions of the Company Law, which provide for mandatory publication of a draft resolution on change of the legal form, shall apply in the case of termination of the bankruptcy proceedings due to the sale of the bankruptcy debtor as a legal entity, where a joint stock company is the bankruptcy debtor, and thus:

  1. the applicant (the legal representative who is appointed by the resolution of the buyer in the contract on sale of the bankruptcy debtor as a legal entity) shall submit a request for termination of the bankruptcy proceeding, change of the legal representative, and the request for publication of the draft resolution on the change of legal form. The registration application shall be accompanied by: the final decision on termination of the bankruptcy proceedings, certified contract on sale of the bankruptcy debtor, the resolution on the appointment of the director passed by the buyer of the bankruptcy debtor, and the draft resolution on change of the legal form.
  2. upon obtaining the document from the Central Registry (Central Securities, Depository and Clearing House) on the struck off of shares, the party submits (in the “second step”) an application for registration of change of the company members, an application for registration and publication of the memorandum of association, accompanied by: the resolution on change of the legal form, the certified memorandum of association and the document issued by the Central Registry (Central Securities, Depository and Clearing House) on the struck off the shares from the Central Registry.

The registered capital of the company remains in the amount it was already registered with the Serbian Business Registers Agency (Decision of the Ministry of Economy, number: 720-00-115 / 2018-10, of 16/04/2018).

RESOLUTION OR DISSOLUTION OF THE FOUNDER OF REPRESENTATIVE OFFICE / BRANCH OF FOREIGN COMPANY

Application for Registration of Deletion of Representative Office / Branch of a Foreign Company

  • Application for registration of deletion of representative office / branch (Application for registration of deletion from the Register),
  • resolution to delete the representative office or proof of dissolution of the founder of the representative office / branch of a foreign legal company (excerpt from the foreign register),
  • proof of termination of tax liabilities, issued by the competent tax authority, which is not older than five days at the time of filing the application for registration of deletion from the Register, pursuant to the provision of Article 29, paragraph 7 of the Tax Procedure and Tax Administration Law (Official Gazette of the RS, Nos. 80/2002, 84/2002 - correction, 23/2003 - correction, 70/2003, 55/2004, 61/2005, 85/2005  other law, 62/2006 - other law, 61/2007, 20/2009, 72/2009 - other law, 53/2010, 101/2011, 2/2012  correction, 93/2012, 47/2013, 108/2013, 68/2014, 105/2014, 91/2015 - Authentic Interpretation, 112/2015, 15/2016, 108/2016, 30/2018, 95/2018 and 86/2019),
  • certificate that the business entity has been deleted from the register of VAT taxpayers or a statement by the liquidator that the business entity is not a registered VAT payer,
  • proof of payment of the fee for deletion of the business entity.

Note: the documents proving the termination of tax liabilities are: certificate issued by the competent organizational units of the Tax Administration of the RS in accordance with the Instruction of the Tax Administration No. 437-0027/2013-D00000 of 1/8/2013 and certificate of the tax administration of the competent local self-government unit.

In the event of dissolution of the founder, the representative office does not have to be deleted if the legal successor of the founder decides to continue operations of the representative office.

DISSOLUTION OF COMPANY DUE TO STATUS CHANGE

Information about dissolution of a company due to status change is available in the section Changes - Status Changes.
Forced Liquidation

The Serbian Business Registers Agency has started conducting the compulsory liquidation proceedings of companies in accordance with the opinion of the Ministry of Economy, number 011-00-00258/2016-10, of 20 October 2017.

Forced Liquidation

Opinion of the Ministry of Economy

The forced liquidation proceedings shall be initiated if:

  1. an injunction has been imposed on the company by a final decision:
    • prohibiting it from conducting its business activity and the company has failed to initiate liquidation within 30 days from the date of coming into effect of such decision;
    • prohibiting it from conducting its registered business activity and the company has failed to register the deletion or change of this business activity or fails to initiate liquidation within 30 days from the date of coming into effect of such decision;
    • its permit, licence or authorisation for conducting its registered business activity has been revoked and the company fails to register deletion or change of this business activity or fails to initiate liquidation within 30 days from the date of coming into effect of such decision;
  2. within 30 days from the date of expiry of the period for which the company has been formed, the company fails to register an extension of such period or fails to initiate the liquidation proceedings within the same period;
  3. the general partnership, in case of death of a partner, is left with one partner, while none of the heirs of the deceased partner has been registered as a partner in the register pursuant to Article 119 of the Company Law during the period of three months from the date when the completed probate proceedings has come into effect, or the general partnership is left with one partner and the missing partner has not joined the general partnership during the period of three months from the date of termination of the status of the partner, or the general partnership has failed to change the legal form during that period, or has failed to initiate liquidation during that period;
  4. the limited partnership, in case of death of a general partner, is left without the general partner, while none of the heirs of the deceased general partner has been registered as a partner in the register pursuant to Article 137 of the Company Law during the period of three months from the date when the completed probate proceedings has come into effect, or the limited partnership, due to other reasons, is left without the general partner or limited partners and the missing partner has not joined the limited partnership during the period of three months from the date of termination of the status of the partner, or the limited partnership has failed to change the legal form during that period, or has failed to initiate liquidation during that period;
  5. the nullity of registration of the company formation in compliance with the law on registration or the nullity of the memorandum of association of the company in accordance with Article 14 of this Law has been determined in the final court decision;
  6. dissolution of the company has been imposed in the final court decision in accordance with Art. 118, 138, 239 and 469 of this Law and the company has failed to initiate liquidation within 30 days from the date of coming into effect of the court decision;
  7. the company is left without its legal or interim representative and fails to register a new one within three months from the date of deletion of the legal or interim representative from the register of business entities;
  8. the company in liquidation is left without the liquidator and fails to register a new one within three months from the date of deletion of the liquidator from the register of business entities; 
  9. the adopted initial liquidation report is not submitted to the register of business entities in accordance with Article 536, paragraph 6 of this Law;
  10. the company fails to submit to the competent register its annual financial statements until the end of the business year for the preceding business year in the year in which financial statements are submitted;
  11. the company fails to submit to the competent register the opening liquidation balance sheet in compliance with the law governing the accounting;
  12. in other cases stipulated by the law.

Prior to the initiation of forced liquidation proceedings, the Registrar keeping the Register of Business Entities shall publish on the website of that register a notice for the company having met the reasons for the forced liquidation referred to in Article 546 of this Law, inviting that company to remedy the stated reasons that can be eliminated in accordance with this Law within 90 days from the day of publication of such notice and register changes to the relevant data in accordance with the law on registration.

Therefore, during the period of notifying the business entity about the occurrence of reasons for initiating the forced liquidation proceedings, the company is not yet undergoing the said proceedings and can conduct its business activity without restriction, whereby third parties are informed about the possibility of initiating the forced liquidation proceedings against the company. Within that period, the company is given the opportunity to remedy the reasons for initiating the proceedings, of course, if those reasons are remediable.

Upon the expiry of the period of 90 days from the date of publication of the notice on forced liquidation, the Registrar keeping the Register of Business Entities shall, in the cases referred to in Article 546 of this Law, ex officio pass a regulation on initiating the forced liquidation proceedings registering the company as the company undergoing “forced liquidation” and shall at the same time publish the notice of forced liquidation on the website of the Register of Business Entities, which shall be available for an uninterrupted period of 60 days.

It is particularly noted that as of the date of publication of the notice on forced liquidation, the company cannot register changes of data in the Register of Business Entities.

That is, all activities of the company are then aimed at dissolution of the company that follows, and thus the company has no opportunity to enter into new legal transactions.

Upon the expiry of the period of 60 days from the date of publication of the notice on forced liquidation, the Registrar keeping the Register of Business Entities shall, within a further period of 30 days, ex officio pass a regulation on deleting the company, and shall delete the company from the Register, in compliance with the law on registration.