One-stop Shop Business Registration System

To register formation of a business entity (company), it is necessary to enclose:

  • the Integrated Registration Application Form (the “JRPPS” form),
  • prescribed documentation (original, certified transcript or certified copy), and
  • proof of payment of the fee for registration of formation, prescribed by the Decision on Fees for Registration and

Other Services Provided by the Serbian Business Registers Agency.

The procedure of registration of formation of business entities (companies) is carried out through a one-stop shop business registration system. By obtaining a registration certificate, business entities registered with the SBRA simultaneously obtain:

  • registration/corporate identification number, which is assigned by the Statistical Office of the Republic of Serbia,
  • taxpayer identification number (TIN), which is assigned by the Tax Administration  Headquarters,
  • VAT registration,
  • M-A Form, i.e. a CERTIFICATE CONFIRMING SUBMISSION of the application for the compulsory social security of the founder who is also registered as the representative of the company.

Note:

On the basis of the authorization obtained through the Integrated Registration Application Form (the “JRPPS” form), the Agency submits to CROSO the information required for registration of the compulsory social security contributors.
The following legal forms shall be registered in the Register of Business Entities:

  • companies:
    • general partnership
    • limited partnership
    • limited liability company
    • joint stock company
  • branch of a foreign company
  • representative office of a foreign company
  • public enterprise
  • cooperative
  • cooperative union
  • other entity, if this is stipulated by a separate law.

eRegistration of Formation of LTD

As of 2018, the Serbian Business Registers Agency has been enabling the formation of single-member and multi-member limited liability companies (LLDs) electronically.

In order to register a single- and multi-member Ltd electronically, the applicant need to:

  • have a qualified electronic certificate (electronic signature), issued by a certification body in the Republic of Serbia,
  • install an electronic card reader,
  • have a Visa, MasterCard or Dina payment card, to pay the registration fee.

For more information, please see the section e-Registration of incorporation of single- and multi-member LTDs

The fee for registration of formation

The amount of the fee for registration of formation is prescribed by the Decision on fees for registration and other services provided by the Serbian Business Registers Agency (Fees).

The Fee Payment Account

The account number for payment of the fee for registration of formation to the Register of Business Entities - Companies, which is paid to the Serbian Business Registers Agency:

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

Registration Procedure

The registration procedure begins with the submission of the registration application, required documentation and proof of payment of the prescribed fee, either directly, at the head office of the SBRA in Belgrade or at some of its organizational units, or by post. When the application is submitted by post, the date and time of receipt of the application by the Agency shall be considered as the date and time of the submission of the application.

The registration application for registration of formation shall be submitted by the founder or a person authorized by the founder, in which case a power of attorney shall be attached to the application. More information on the authorized applicants is available in the section General Instructions.

Certification of Documentation and Apostille

If the law stipulates that a certified documentation is to be submitted along with the registration application, it means that the certification shall be made by the authority responsible for the certification of signatures (as of 1 March 2017, only notaries are competent for the certification of documents, with the exception of those local self-government units where there are no notaries, where the certification is still performed by a court or municipality).

A documentation certified abroad by an authority responsible for the certification of signatures becomes a foreign public document and it must contain the Apostille seal – if this country is a party to the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, unless a bilateral agreement on mutual recognition of public documents without legalization has been concluded between this foreign country and the Republic Serbia. In case a particular foreign country is not a party to the Hague Convention and does not have a bilateral agreement on mutual recognition of public documents without legalization with the Republic of Serbia, then the so-called "full" legalization is required.

More information on the countries that have concluded bilateral agreements with the Republic of Serbia, i.e. on the parties to the Hague Convention, is available here.

A documentation drawn up in a foreign language shall be accompanied by a translation thereof into the Serbian language, certified by a permanent certified court interpreter.


Practical Information

Given that the memoranda of association are subject to certification, we recommend that you, prior to the certification, get familiarized with the important rules regarding the company name and business name, and thus avoid exposing yourself to unnecessary costs incurred by the rejection of the application. The rules on the company name and business name are available in the section General Instructions, under the heading “Business name and name reservation”. Also, be reminded that the business name stated in the memorandum of association never contains the address of the seat, i.e. the street and the street number, but only the place of the seat.

When a document that represents the grounds for the transfer of the ownership right on a real property (memorandum of association, agreement on the status change/division plan, agreement on admission of a new shareholder and increase of the registered capital, resolution on increase of in-kind contribution) is submitted to the Register, it shall be in the form of a document confirmed (solemnized) by a public notary.

When it comes to a cash contribution, given that it does not have to be paid in immediately upon formation but only subscribed (the period within which the company member shall pay in the contribution is specified in the memorandum of association), neither proof of payment of the cash contribution nor the certificate on opening of a business account with a bank is to be submitted to the Register. The said certificate shall be submitted later, upon the payment of the contribution.

The Company Law prescribes that companies shall have legal (statutory) representatives and other representatives. When it comes to the legal (statutory) representatives, the Law prescribes for each legal form the persons, i.e. functions, that may be the legal (statutory) representatives; therefore, you have to take care that only functions envisaged by the Law for each individual form may be registered as the legal representatives thereof, while the functions of ‘other representatives’ shall not be subject to registration. However, this is not an obstacle that a company appoints, by its internal acts, a certain person to perform some function it chooses.

Below you may find a list of functions, by legal form, which are permitted by the applicable legislation to hold the title of a legal (statutory) representative:

General partnership:

  • legal representative

Limited partnership:

  • legal representative

Limited liability company:

  • Director
  • Acting Director
  • Chairperson of the Executive Board
  • Acting Chairperson of the Executive Board (only in leasing companies)

Joint stock company:

  • Director
  • Acting Director
  • Member of the Board of Directors
  • Acting member of the Board of Directors
  • Chairperson of the Board of Directors
  • Acting Chairperson of the Board of Directors
  • General Director
  • Acting General Director
  • Executive Director
  • Acting Executive Director
  • Chairperson of the Executive Board (only in banks and leasing companies)
  • Acting Chairperson of the Executive Board (only in banks and leasing companies)

Branch of a Foreign Company:

  • representative

Representative Office of a Foreign Company:

  • representative

Public Enterprise:

  • Director
  • Acting Director

Cooperative:

  • Director
  • Acting Director

Cooperative Union:

  • Chairperson of the cooperative union
  • Acting Chairperson of the cooperative union

The liquidator and bankruptcy administrator shall be the legal representatives in all those legal forms that may be subject to liquidation and/or bankruptcy proceedings.

Registration of the restrictions of authority for representation:

The provision of Article 33 of the Company Law stipulates that a representative shall be obliged to act in line with the restrictions of his/her authority established in the company documents or resolutions of the competent corporate governance bodies. The same provision of the Law further stipulates that restrictions on authority of representatives may not be used against third parties, with the exception of restrictions of the representative’s authority in the form of mandatory co-signing, which may be used against third parties if they are registered in compliance with the law on registration.

The quoted provision of the Law demonstrates that third parties are not obliged either to be aware of or to take care of the restrictions of authority of representatives of companies; instead, it is the representatives who are obliged to perform the tasks assigned to them within the scope of the powers granted to them by company documents or resolutions of the competent corporate governance bodies of the company; however, such restrictions of the authority of representatives are not subject to registration, except in the case of a restriction of powers in the form of mandatory co-signing, which may be used against third parties, if registered in compliance with the law on registration.

More information on restrictions of the authority to represent is available here.

Special Note Regarding Directors of Limited Liability Companies:

The Company Law stipulates that a limited liability company may have one or more directors (legal representatives), whereby the number of directors is determined in the memorandum of association or resolution of the general meeting. Unless the number of directors is determined in the memorandum of association or in a resolution by the general meeting, it is legally presumed that the company has one director.

If the company has more than one director, we recommend that the number thereof be determined in the memorandum of association; later, upon the registration of formation, this will enable that the number of directors can be verified at any moment, by looking at the registered memorandum of association; of course, according to the Law, this information can also be subsequently arranged or changed, both by changes of the memorandum of association or by a resolution by the general meeting of the company.

DOCUMENTATION REQUIRED FOR REGISTRATION OF FORMATION OF BUSINESS ENTITIES, BRANCHES AND REPRESENTATIVE OFFICES OF FOREIGN COMPANIES, BRANCHES OF DOMESTIC COMPANIES AND REGISTRATION OF PROCURATION

To register the formation of a business entity, it is necessary to submit an appropriate application form for registration of formation, depending on the legal form of the entity being formed, and supporting documentation:

GENERAL PARTNERSHIP

  • The Integrated Application for Registration of Formation of Legal Entities and Other Entities and for Registration in the Unified Register of Taxpayers – general partnership,
  • the charter of partnership, containing certified signatures of partners,
  • proof of identity of the partner (for domestic nationals – photocopy of ID, for foreign nationals – photocopy of passport or, if an ID has been issued to the foreign national, then a photocopy thereof, or an excerpt from the register of origin, if the founder is a legal entity that is not registered with the Serbian Business Registers Agency),
  • resolution on the appointment of the representative, unless appointed in the charter of partnership,
  • bank certificate on payment of the cash contribution, if the contribution is paid in by the time of formation, or the partners’ agreement on the appraisal of the value of the in-kind contribution, if such a contribution is invested in the general partnership by the time of its formation,
  • proof of payment of the fee for registration of formation and a proof of payment of the fee for registration and publication of the charter of partnership (fees).

LIMITED PARTNERSHIP

  • The Integrated Application for Registration of Formation of Legal Entities and Other Entities and for Registration in the Unified Register of Taxpayers – limited partnership,
  • the charter of partnership, containing certified signatures of partners,
  • proof of identity of the partner (for domestic nationals – photocopy of ID, for foreign nationals – photocopy of passport or, if an ID has been issued to the foreign national, then a photocopy thereof, or an excerpt from the register of origin, if the founder is a legal entity that is not registered with the Serbian Business Registers Agency),
  • resolution on the appointment of the representative, unless appointed in the charter of partnership,
  • bank certificate on payment of the cash contribution, if the contribution is paid in by the time of formation, or the partners’ agreement on the appraisal of the value of the in-kind contribution, if such a contribution is invested in the general partnership by the time of its formation,
  • proof of payment of the fee for registration of formation and a proof of payment of the fee for registration and publication of the charter of partnership (fees).

LIMITED LIABILITY COMPANY

  • The Integrated Application for Registration of Formation of Legal Entities and Other Entities and for Registration in the Unified Register of Taxpayers – limited liability company,
  • memorandum of association (resolution in case of a single-member company, or agreement in case of a multi-member company), containing certified signatures of company members,
  • proof of identity of the company member (for domestic nationals – photocopy of ID, for foreign nationals – photocopy of passport or, if an ID has been issued to the foreign national, then a photocopy thereof, or an excerpt from the register of origin, if the founder is a legal entity that is not registered with the Serbian Business Registers Agency),
  • resolution on the appointment of the representative, unless appointed in the memorandum of association,
  • bank certificate on payment of the cash contribution, if the contribution is paid in by the time of formation, or the partners’ agreement on the appraisal of the value of the in-kind contribution, if such a contribution is invested in the general partnership by the time of its formation,
  • proof of payment of the fee for registration of formation and a proof of payment of the fee for registration and publication of the memorandum of association (fees).

Corporate Governance Bodies of a Limited Liability Company

When forming a limited liability company, the founder/founders, depending on his/her/their needs, decides/decide whether the corporate governance of the company will be organised through a one-tier or two-tier system.

In the case of a one-tier system, the company shall have one or more directors.

In the case of a two-tier system, the company shall have one or more directors and the supervisory board. If the founder/founders opt/opts for a two-tier corporate governance system, the application shall also be accompanied by the resolutions on the appointment of the chairman and members of the supervisory board, if they are not specified in the memorandum of association.

In a limited liability company, all directors are also the legal representatives and are to be specified on page 5 of the integrated application for registration of formation of LTDs.

If the company is going to have other representatives in addition to the directors (a deputy director etc.), they are to be specified as ‘Other Representatives‘ on page 6 of the integrated application for registration of formation of LTDs.
Special rules apply to limited liability companies that will be engaged in the field of financial leasing. The Law on Financial Leasing applies to such companies, and in compliance with its provisions, the corporate bodies of the leasing providers shall be the board of directors and the executive board.

Registered Capital of a Limited Liability Company

The Company Law stipulates that the registered capital of the company shall be the monetary value of the subscribed contributions of the company members that is registered in compliance with the law on registration.

Contributions to the company may be made in cash and in kind and shall be expressed in dinars. If the payment of a cash contribution is made in foreign currency, the dinar equivalent of the contribution shall be calculated at the middle exchange rate of the National Bank of Serbia valid on the date of payment of the contribution.

The registered capital of the company (in cash or in-kind) shall amount to a minimum of 100 dinars (unless a separate law stipulates a higher amount).

On formation of a limited liability company, a contribution does not have to be paid in or made, but only subscribed, while the memorandum of association shall specify the period within which the company member shall pay it in or make. Such period may not exceed five years and is calculated from the date of adoption of the memorandum of association. The company members shall acquire a share in the company by undertaking the obligation to pay in or make a certain contribution to the company. We emphasize that if the cash contribution does not have to be paid in on formation but at some later stage, neither a proof of payment of the contribution nor a proof of opening a business account with a bank is submitted to the Register; instead, the certificate on payment of the cash contribution will be submitted once it has been paid in.

In-kind contributions may be in property and rights. The value of an in-kind contribution shall be determined by mutual agreement of all company members or by valuation performed by an expert who is authorized by the competent state body to appraise certain properties and rights (court expert, auditor or other expert). If, in compliance with Art. 56 and 57 of the Company Law, no valuation of the in-kind contribution has been made, a certificate on its value shall be drawn up in compliance with Article 58 of the Company Law, and shall be submitted in order to be registered and published.

When the founder’s in-kind contribution consists of some real estate, the memorandum of association represents the grounds for the transfer of the property right on the real estate, and therefore, this document shall be in the form of a document confirmed (solemnized) by a public notary.

JOINT STOCK COMPANY

  • The Integrated Application for Registration of Formation of Legal Entities and Other Entities and for Registration in the Unified Register of Taxpayers – joint stock company,
  • memorandum of association containing certified signatures of company members, articles of association of the company, signed by the company members,
  • certificate issued by the credit institution that shares have been paid up in cash, or appraisal of the in-kind contribution by a licensed appraiser, or certificate of the competent authority on the appraisal of the value of the in-kind contribution in compliance with the law;
  • resolution on the appointment of the directors, or members of the board of directors, or the chairperson of the board of directors, unless they have been appointed in the articles of association,
  • resolution on the appointment of the members of the supervisory board, if the corporate governance of the company is organised through a two-tier system, unless they have been appointed in the articles of association,
  • resolution on the appointment of the members of the executive board, if the corporate governance of the company is organised through a two-tier system,
  • resolution on the appointment of the company’s representatives, unless they have been determined in the articles of association,
  • proof of payment of the fee for registration of formation and a proof of payment of the fee for registration and publication of the memorandum of association and a proof of payment of the fee for registration and publication of the articles of association (fees).

Shareholders who are forming a joint stock company shall sign the memorandum of association and their signatures shall be certified in compliance with the law governing the certification of signatures. The founding shareholders shall also sign the first Articles of Association of the company.

Corporate Governance Bodies of a Joint Stock Company:

When forming a joint stock company, the founder/founders, depending on its/their needs, decides/decide whether the corporate governance of the company is going to be organised through a one-tier or two-tier system.
One-tier corporate governance system means that a company has one or more directors. If it is a JSC with a one-tier corporate governance system and has three or more directors, they form the board of directors, which also has its chairperson.

Two-tier corporate governance system means that the company has one or more executive directors and a supervisory board. If it is a JSC with a two-tier corporate governance system and has three or more executive directors, they form the executive board, which also has its chairperson. If the founder/founders opts/opt for a two-tier corporate governance system, the application shall also be accompanied by the resolutions on the appointment of the chairperson and the members of the supervisory board, unless they have been appointed in the memorandum of association.

Directors in a joint stock company are its legal representatives; however, not all directors have to be the legal representatives but only some of them, if the founders so decide. Those directors who are authorized to represent are to be specified on page 6 of the Integrated Registration Application Form for JSCs, while all directors (both those who have and who do not have the authority to represent) are to be specified on page 5 of the Integrated Registration

Application Form for JSCs.

In a one-tier corporate governance system, one of the directors having the authority to represent may be appointed as the Director General (therefore, the Director General in the one-tier corporate governance system is not a mandatory body), while in a two-tier corporate governance system one of the directors who has the authority to represent shall also be the Director General.

Registered Capital of a Joint Stock Company:

Subscribed shares that are to be paid in pursuant to the memorandum of association shall be paid in cash prior to incorporation, on the temporary account with a commercial bank in the Republic of Serbia. Prior to incorporation of the company, the shareholders who are forming the company shall be obliged to pay in or make contributions which represent at least 25% of the registered capital, whereby the paid-in amount of the cash part of the registered capital may not be lower than the amount of the minimum registered capital, amounting to RSD 3,000,000.

Shareholders:

The Serbian Business Registers Agency does not register the shareholders of joint stock companies, given that the keeping of the shareholder records is the responsibility of the Central Securities Depository and Clearing House.

BANK

Along with the application for registration of formation of a bank, the application for the formation of a joint stock company shall be accompanied by:

  • the decision of the National Bank to issue a work permit,
  • the decision of the National Bank to approve the bank's articles of association,
  • the decision of the National Bank to approve the appointment of members of the bank's bodies.

INVESTMENT FUNDS MANAGEMENT COMPANY

Along with the application for registration of formation of an investment funds management company, the application for the formation of a joint stock company shall be accompanied by:

  • the decision of the Securities Commission to issue an operating license;
  • the decision of the Securities Commission to approve the appointment of members of the corporate governance body and director.

BROKER-DEALER COMPANY AND STOCK EXCHANGE

Along with the application for registration of formation of a broker-dealer company and stock exchange, the application for the formation of a joint stock company shall be accompanied by:

  • decision of the Securities Commission to issue an operating license for conducting activities of a broker-dealer company and stock exchange,
  • decision of the Securities Commission to issue a prior approval to the appointment of members of the corporate governance bodies.

INSURANCE COMPANY

Along with the application for registration of formation of an insurance company, the application for the formation of a joint stock company shall be accompanied by:

  • the decision of the National Bank to issue a work permit,
  • the decision of the National Bank to issue a prior approval to the appointment of members of the corporate governance bodies.

PUBLIC ENTERPRISE

  • The Integrated Application for Registration of Formation of Legal Entities and Other Entities and for Registration in the Unified Register of Taxpayers – public enterprises,
  • memorandum of association, signed by the authorized person,
  • articles of association, signed by the authorized person (founders’ consent),
  • bank certificate of payment of cash contribution, in compliance with the memorandum of association,
  • appraisal by a licensed appraiser of the value of the in-kind contribution (founders’ consent to the assessment),
  • resolution on the appointment of the director of the public enterprise, unless s/he is appointed in the memorandum of association,
  • resolution on the appointment of the chairperson and members of the supervisory board, unless the chairperson and members of the supervisory board are appointed in the memorandum of association,
  • proof of payment of the fee for registration of formation and a proof of payment of the fee for registration and publication of the memorandum of association (fees).

COOPERATIVE

  • The Integrated Application for Registration of Formation of Legal Entities and Other Entities and for Registration in the Unified Register of Taxpayers – cooperative,
  • agreement on the formation, containing certified signatures of the founders (cooperative member),
  • proof of identity of the cooperative members (for domestic nationals – photocopy of ID, for foreign nationals – photocopy of passport or if an ID has been issued to the foreign national, then a photocopy thereof),
  • minutes from the founding general meeting,
  • cooperative rules,
  • book of cooperative members (only for cooperatives with a membership fee),
  • bank certificate of payment of the cash contribution if the contribution is paid in, or agreement of the cooperative members on the appraisal of the value of the in-kind contribution, or appraisal of the value of the in-kind contribution, if the contribution is made to the cooperative (only for cooperatives with a membership fee),
  • decision on the appointment of the chairperson and members of the board of directors (if it exists),
  • decision on the appointment of the chairperson and members of the supervisory board (if it exists),
  • proof of payment of the fee for registration of formation and a proof of payment of the fee for registration and publication of the memorandum of association and publication of the book of cooperative members (fees).

COOPERATIVE UNIONS

  • The Integrated Application for Registration of Formation of Legal Entities and Other Entities and for Registration in the Unified Register of Taxpayers –cooperative union,
  • agreement on the formation of the cooperative union,
  • cooperative union rules,
  • decision on the appointment of the chairperson of the cooperative union or other representative, unless determined in the agreement on the formation,
  • decision on the appointment of the members and chairperson of the board of directors and supervisory board,
  • proof of payment of the fee for registration of formation and a proof of payment of the fee for registration and publication of the memorandum of association and publication of the rules of the cooperative union (fees).

FORMATION OF A BRANCH OF A FOREIGN COMPANY

  • The Integrated Application for Registration of Formation of Legal Entities and Other Entities and for Registration in the Unified Register of Taxpayers – branch of a foreign company,
  • resolution on the formation of the branch by the competent body of a foreign company,
  • excerpt from the register in which the foreign company is registered, accompanied by a translation thereof certified by a certified court interpreter,
  • proof of bank account numbers through which the foreign company effects its business transactions,
  • statement of the foreign company’s authorized person to the effect that the company assumes the responsibility for all liabilities arising in connection with the activity of the branch, cerified by the competent certification authority, with a translation thereof by a certified court interpreter,
  • proof of payment of the fee for registration of formation (fees).

A branch of a foreign company shall be its separate organisational part through which the company conducts its business in the Republic of Serbia in accordance with the law.

A branch of a foreign company has a core business activity that shall be registered, and can perform all other activities that are not prohibited by law, regardless of whether they are determined by the resolution to form the branch.

A branch of a foreign company does not have the status of a legal entity; however, in terms of tax liabilities, it has the status of a resident.

FORMATION OF A REPRESENTATIVE OFFICE OF A FOREIGN COMPANY

  • The Integrated Application for Registration of Formation of Legal Entities and Other Entities and for Registration in the Unified Register of Taxpayers – representative office of a foreign company,
  • resolution of the competent body of a foreign company on formation of a representative office,
  • extract from the register in which the foreign company is registered, along with a translation thereof by a certified court interpreter,
  • proof of bank account numbers through which the foreign company effects its business transactions,
  • statement of the foreign company’s authorized person by which the company assumes the responsibility for all liabilities arising in connection with the business operation of the representative office, certified by the competent certification authority, with a translation thereof by a certified court interpreter.
  • proof of payment of the fee for registration of formation (fees).

FORMATION OF A BRANCH OF A DOMESTIC COMPANY

  • application for registration of formation of a branch (the relevant page of the “JRPPS” form - if a branch is being registered together with the registration of formation of the company; the first page of the form Application for registration of change of data - mandatory information and Appendix 17 - if an already registered company is registering a branch),
  • resolution on the formation of a branch,
  • resolution on the appointment of the representative of a branch, if the representative of the branch differs from the representative of the domestic legal entity forming the branch,
  • proof of payment of the registration fee (RSD 2,800 per branch).

A branch of a company is a separate organizational part of a company in the territory of the Republic of Serbia, which shall be registered in compliance with the law on registration. Domestic companies that have formed branches shall be obliged to register these branches within the period of one year from the beginning of application of this Law.

REGISTRATION OF PROCURATION

  • application for registration of procuration (the relevant page of the “JRPPS” form - if the procuration is being registered together with the registration of formation of the company; the first page of the form Application for registration of change of data - mandatory information and Appendix 11),
  • resolution granting the procuration,
  • proof of payment of the registration fee.

A procuration shall be a business authorisation by which the company authorises one or more natural persons to enter into legal transactions and take other legal actions on its behalf and for its account. Exceptionally, it may be also issued for a branch of the company.

A procuration shall be issued by the resolution of the company members (partners, general partners and limited partners, or general meeting, unless specified otherwise in the memorandum of association or articles of association); it is non-transferable, may be revoked and may be individual or joint.

Restrictions of procuration are prescribed by law; thus, without special authorisation, the procurator may not enter into legal transactions and take legal actions in relation to acquisition, disposal of or encumbering the real property and shares that the company holds in other legal entities, assume obligations under bills of exchange and guarantees, enter into loan and credit agreements, represent the company in court proceedings or before arbitral tribunals.

The special authorisation of the procurator to enter into these legal transactions shall not be subject to registration.
The only form of restriction of the procuration through the members' resolution is the restriction of the authority of the procurator by the instrument of co-signing with a legal representative.

A procurator may not grant an authorisation for representation to another person.