- Initiating a Registration Procedure
- Authorized Applicant
- Registrar’s Course of Action with Respect to Application
- Delivery of a Written Copy of the Registrar's Decision
- Appealing the Registrar’s Decision
- Rectification of Mistakes
- Certification of Documentation and Apostille
- Business Name and Name Reservation
- Core Business Activities
- Principle of Formality
- Personal Data Protection
Initiating a Registration Procedure
A registration procedure shall be initiated by submitting a registration application to the Agency (either directly - at the SBRA’s head office in Belgrade or at one of its organizational units, or by post), or ex officio - if such registration is foreseen by law or is in the public interest.
If the procedure is initiated by a customer, the application shall be submitted on a prescribed form and, if there is no prescribed form, then in the form of a written request containing information on the:
- name of the register the application is submitted to (The Register of Business Entities),
- subject-matter and type of registration,
- applicant (name; surname; unique master citizen number/passport number - for foreign nationals; address),
- manner of delivery of the Registrar’s decision (by post, to the designated address, or by personal delivery, at the SBRA’s head office in Belgrade or at any of the SBRA’s organizational units).
The application for registration of formation is prescribed. Therefore, it shall be submitted on the prescribed form - The Integrated Registration Application for the Formation of Legal Entities and Other Entities and Registration in the Unified Register of Taxpayers (“JRPPS”). Depending on the legal form of the entity being formed, an appropriate application form should be selected. Consequently, any written submission requesting registration of formation shall always be rejected unless submitted on the prescribed form.
Applications for registration of change and deletion are not prescribed. However, the forms that facilitate registration are available on the Agency's website, in the section Forms. Care should be taken when submitting an application for registration of a change. The first page of the application (Mandatory information), containing boxes in which all of the aforementioned mandatory information (1-4) are to be entered, should always be submitted and be accompanied by the appropriate appendices, depending on the type of changes subject to registration. In doing so it is important to select an appropriate appendix, so that the information entered in the appendix is compliant to the documentation accompanying the registration application. Never attach blank appendices for those changes you do not want to register.
The aforementioned application forms published in the section ‘Forms’ may be downloaded free of charge. Also, they may be obtained at the Serbian Business Registers Agency, for a fee of RSD 120.
When a procedure is initiated upon request of a customer, the applicant must be authorized to file it.
A) Submission of the application for registration of formation:
An application for registration of formation may be submitted by:
- the founder
- a person authorized by the founder
If the founder is a natural person who grants the authorization for filing the registration application to a person other than an attorney-at-law, the signature of the grantor of authorization must be certified by the authority competent for the certification of signatures.
If the authorization for filing the registration application is granted to an attorney-at-law, the signature of the grantor of authorization need not be certified by the authority competent for the certification of signatures.
When an attorney-at-law is the applicant, s/he may authorize other attorney-at-law to file the application (alternate authorization), unless otherwise specified in the grantor’s authorization.
An attorney-at-law who is the authorized representative may be replaced by a trainee attorney-at-law employed by him/her, unless otherwise specified in the grantor’s authorization.
An attorney-at-law who is the authorized representative must affix his/her seal on the submitted registration application.
An authorization for filing the registration application shall be enclosed to the registration application at the moment of its submission.
B) Submission of Application for Registration of Change and Deletion:
An application for registration of change and deletion may be submitted by a:
- registered representative (director, other registered representative, liquidator or bankruptcy administrator) of the business entity,
- newly-appointed representative of the business entity (if the application deals with the change of the representative),
- resigning authorized representative to register his/her resignation,
- person holding the authorized representative’s authorization,
- transferee or transferor of shares to register transfer of shares in the company.
- person authorized by law to register data prescribed by law.
- When a domestic company holds the function of a representative (pursuant to the provision of Article 31 of the Company Law), the registration application shall be submitted on its behalf by a natural person authorized to represent it, or by a natural person authorised to do so by virtue of a special authorisation of the company’s representative, and in this case his/her signature, being the signature of the person granting the authorization, need not be certified by the authority competent for the certification of signatures. However, in addition to his/her signature, it shall contain the clearly indicated name, surname and function of the person granting the authorisation to the applicant.
- When a natural person holds the function of a representative, his/her authorisation empowering some person to file a registration application need not be certified by the authority competent for the certification of signatures. However, in addition to his/her signature, it shall contain the clearly indicated name, surname and function of the person granting the authorization.
If the authorisation to file the registration application is granted to an attorney-at-law, the signature of the grantor of the authorisation need not be certified by the authority competent for the certification of signatures.
When the registration application is submitted by an attorney-at-law holding the function of the authorised representative, s/he may authorize other attorney-at-law to file the application (alternate authorization), unless otherwise specified in the grantor’s authorization.
An attorney-at-law holding the function of the authorised representative may be replaced by a trainee attorney-at-law employed by him/her, unless otherwise specified in the grantor’s authorization.
The attorney-at-law holding the function of the authorised representative shall affix his/her seal on the submitted registration application.
The authorisation for filing the registration application shall be enclosed at the moment of submission of the registration application.
Registrar’s Course of Action with Respect to Application
The deadline for deciding upon an application shall be five working days from the date of its receipt by the Agency. When an application is submitted by post, the date and time of its receipt by the Agency shall be deemed as the date and time of its submission, but not the date of its submission to the post-office.
- If the registration terms have been met, the Registrar shall issue a decision to grant the application and shall publish his/her decision on the Agency’s internet page. Registered data and documents shall be published simultaneously with the issuance of the decision.
- If the Registrar determines that some of the registration requirements from Article 14 paragraph 1, items 1), 3) 4), 10), 11), 12) and 13) of the Law on the Procedure of Registration with the Serbian Business Registers Agency have not been fulfilled, i.e. if:
- s/he is not authorized to act upon the application,
- the data item or the document is not subject to registration,
- the data item or document required for registration has already been registered,
- the application has not been submitted within the statutory time limit, when the time limit is a requirement for registration,
- the application referred to in Article 17, paragraph 3 of the Law has not been submitted within the prescribed time limit,
- the registration of data or document is in conflict with the separate law,
- the registration of data and document is in conflict with the act of the relevant authority adopted pursuant to the law,
s/he shall issue a decision rejecting the application. These are situations in which the requested registration cannot be conducted at all, and by adopting such a decision, the procedure was terminated without the possibility that the applicant, with the submission of some additional documentation, would influence the different outcome of the procedure.
- If the Registrar determines that some of the registration requirements from Article 14 paragraph 1, items 2), 5), 6), 7), 8) and 9) of the Law on the Procedure of Registration with the Serbian Business Registers Agency have not been fulfilled, s/he shall issue a decision rejecting the application, stating which registration requirements have not been met.
If the applicant submits a new application for registration within 30 days from the date of publication of the decision, referring to the number of the decision rejecting the former application, and rectifies the identified errors in the application (if the decision rejecting the application states which documentation was not enclosed and/ or what were the deficiencies of the enclosed documentation), he/she shall pay half of the prescribed registration fee.
The applicant may exercise the right to pay a reduced fee only once.
In order to remedy the deficiencies identified in the Registrar’s decision rejecting the former application, the applicant shall attach to the new application only the missing or properly compiled documentation.
Delivery of a Written Copy of the Registrar's Decision
Delivery of a written copy of the Registrar’s decision shall be made at the express request of the applicant. This means that the applicant must request, in the application, the delivery of the decision of the Registrar and choose one of the offered methods of delivery. A written copy of the Registrar’s decision will not be delivered if the applicant fails to do so, and s/he will be able to learn of the contents of the decision in the section Data search (see Registrar's Decisions for the selected company).
The methods of delivery of a written copy of the Registrar’s decision are listed below:
- by mail, to the registered mailing address of the legal entity,
- by mail, to the address of the registered office of the legal entity (if no specific mailing address is registered),
- personal delivery at the premises of the Agency’s head office,
- personal delivery at the premises of the Agency’s organizational units,
- by mail, to the mailing address of the applicant.
If the applicant has opted for a personal delivery at the SBRA’s head office in Belgrade or at any of the SBRA’s organizational units, the Registrar's decision may be collected by the:
- registered representative (director, other registered representative, liquidator or bankruptcy administrator) of the business entity,
- person holding the representative’s authorization,
- registered procurator,
- attorney-at-law holding the function of the authorised representative, unless otherwise specified in the grantor’s authorization.
- trainee attorney-at-law employed by the attorney-at-law holding the function of the authorised representative, unless otherwise specified in the grantor’s authorization.
Appealing the Registrar’s Decision
The applicant may appeal the Registrar’s decision.
The appeal shall state the file number and date of the appealed decision, reasons for the appeal, appellant’s identification information and the appellant’s signature.
The appeal shall be submitted to the line Minister competent for the position of companies and other forms of business, through the Agency, within a period of 30 days from the publication of the decision.
If the applicant appeals the decision that rejected the registration application establishing the conditions which were not fulfilled and, at the same time, eliminates the deficiencies established by the decision, the actions taken to remedy the identified deficiencies shall be deemed not to have been taken, i.e. the appeal procedure will continue. This means that the appellant may not submit the missing or rectified documentation. Thus, such documentation shall not be taken into account if submitted along with the appeal.
If the Registrar establishes that the appeal is late, inadmissible or filed by an unauthorized person, s/he shall issue a decision rejecting the appeal.
If the Registrar establishes that the appeal is grounded, s/he shall amend the appealed decision or annul the decision on rejection of the application and issue a decision granting the said application.
If the Registrar neither rejects nor approves a duly filed appeal within five working days from the date of its receipt, s/he shall forward it to the competent Minister without delay.
The Minister shall decide upon the appeal within 30 days from the date of receipt of the appeal by the Ministry.
The decision on the appeal shall be forwarded to the Registrar, who shall deliver it to the appellant within eight days from the date of its receipt.
The appeal shall be accompanied by proof of payment of the Republic administrative fee for the appeal and decision. It shall be paid to the budget of the Republic of Serbia, giro account no. 840-742221843-57, reference number 50-016.
According to Article 5, paragraph 1, items 1) and 2) of the Law on the Republic Administrative Fee (Official Gazette of the RS, Nos. 43/2003, 51/2003, 61/2005, 101/2005, 5/2009, 54 / 2009, 50/2011, 70/2011, 55/2012, 93/2012, 47/2013, 65/2013, 57/2014, 45/2015, 83/2015, 112/2015, 50/2016, 61/2017, 113/2017, 3/2018, 50/2018, 95/2018, 38/2019, 98/2020, 144/2020 and 62/2021), the obligation to pay the administrative fee for claims arises at the moment of their filing, and for decisions - at the moment of the request for their issuance. According to the Tariff of the Republic Administrative Fees, the fee for an appeal amounts to RSD 490 (Tariff no. 6), the fee for a decision on the appeal amounts to RSD 570 (tariff number 9), and the fee for the notice requesting the payer to pay the administrative fee - RSD 290 (Tariff no.18).
Rectification of Mistakes
If a spelling, calculation or other evident mistake was made in the registration process, the Registrar shall, within five working days upon learning of such a mistake or upon submission of a request for rectification, proceed to rectify the mistake in the Register and issue a decision on this.
If in the process of deciding upon a request for the rectification of a mistake the Registrar establishes that no mistake has been made, s/he shall issue a decision dismissing the request as unfounded.
Obtaining an Excerpt from the Business Entities Register
In order to obtain an excerpt from the Business Entities Register of the Serbian Business Registers Agency, it is necessary to:
- fill out the appropriate application form (which may be obtained at the Agency or downloaded free of charge in the section Forms)
- provide proof of payment of the fee for obtaining an excerpt on the registered data on a business entity (Fees)
Any natural person may submit an application for an excerpt, which is obtained immediately at the Agency.
Certification of Documentation and Apostille
If the law stipulates that a certified documentation shall be submitted along with a 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, except in those local self-government units where there are no notaries, where it may still be done by a court or municipality).
A documentation that is 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, 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 thereof by a translation into the Serbian language certified, by a permanent certified court interpreter.
Business Name and Name Reservation
А) Business Name
The Company Law stipulates that a company shall operate and participate in legal transactions under a business name registered in compliance with the law on registration.
The rules governing company name and business name are very important, given that a business name which does not meet the requirements prescribed by the Law cannot be registered and is often a reason for the rejection of registration application. Therefore, we recommend that you carefully read the following instructions before you certify the memorandum of association and file the registration application:
- The business name shall contain the company name, legal form and place of the company seat, but it may also include a description of the scope of business of the company, as well as other elements if prescribed by law. Thus, the term “u likvidaciji” shall be added to the business name of a company undergoing liquidation proceedings, a term “u stečaju” shall be added to the business name of a company undergoing bankruptcy proceedings, while the term “u prinudnoj likvidaciji” shall be added to the business name of a company undergoing forced liquidation proceedings.
- The business name may not be such that it offends the public morals, be misleading as to the legal form of the company and the core business activity of the company. This means that the business name cannot contain offensive or similar words, that the designation of the legal form in the business name must correspond to the actual legal form of the entity (that is, it must not refer to another legal form) and that any description of the scope of business of the company must comply with the registered core business activity. For example, a company whose core business activity is trading cannot use a description "for services and consulting" in its business name, because such a description would be misleading as to the core business activity of the company.
- The business name shall be in the Serbian language, in Cyrillic or Latin alphabet. Care should be taken that the alphabet used to indicate the business name in the memorandum of association or decision is the same one used in the registration application. Otherwise, there will be a discrepancy between the registration application and the documentation attached to it, which is the reason for the rejection of the application. The same rule applies to the usage of lowercase or uppercase letters in the business name - they must be stated identically in both the registration application and the accompanying documentation.
- With the prior approval of the competent authority, the business name of a company and translations of the business name may contain the name “Srbija”, a word representing the name of territorial unit and autonomous province of the Republic of Serbia, derivatives of these words, including all forms associated with those words, as well as the internationally recognized three-letter code of the Republic of Serbia “SRB”. Also, it may contain the name of a foreign country or an international organisation and their adjective forms, with the consent of the competent authority of that country or international organisation. By way of exception, the consent shall not be necessary if the business name of the founder contains the name of the country, domestic territorial unit and autonomous province or international organisation. (more information about this exception is available in the opinion of the Ministry of Economy). All of the above applies to branches of domestic companies, representative offices and branches of foreign companies.
- The business name of a company may contain the personal name of a natural person with his/her consent, and if the person is deceased, with the consent of his/her legal heirs.
- Also, a company may use in its business operations a translation of the business name, or a translation of the abbreviated business name in the language of a national minority or in a foreign language (whereby the name is not translated). If a company wants to use in its business operations a translation of the business name or the abbreviated business name, it is necessary that those translations are registered.
- The name of the company may be in a foreign language. It may contain some foreign words or characters, in Latin alphabet of the English language, as well as Arabic or Roman numerals. It is important to note that this option applies only to the name but not to the full business name of an entity subject to registration.
- The company name must not be identical with the name of another company and shall have to be different from the name of another legal entity so as not to be mistaken for another company. This rule is especially important given the provision of Article 14, paragraph 1, item 8) of the Law on the Procedure of Registration with the Serbian Business Registers Agency, which stipulates that, upon receipt of an application, the Registrar shall check whether no other legal entity or sole proprietor is already registered under the same name in the Register acting upon an application, or whether an application for registration is already submitted under the same name, or whether that name is reserved pursuant to this law, or whether the name is determined pursuant to the law. If there is a name that is identical or similar to the name sought, the application will be rejected.
- Finally, in addition to the business name, a company may also use the abbreviated business name, under the same conditions under which it uses the business name, and it must contain the company name and legal form of the company. Therefore, the company name and the legal form are the mandatory elements of the abbreviated business name, and besides them, it may contain some other elements (but it does not have to). The abbreviated business name may contain acronyms of words included in the company name and description of the scope of business contained in the company name (if the name or description of the scope of business contained in the business name consists of several words), but these acronyms must not be identical with the name of another company or be misleading as to the identity of another company.
For these reasons, we recommend that applicants submitting applications for registration of the formation or applications for registration of change of the names of existing companies perform a search of already registered names in order to avoid unwanted rejection of the application for registration.
In doing so, we suggest that you follow the following instructions:
- the company name must have a minimum of three letters, not counting the allowed characters ( . - &) and numbers; the maximum number of characters is 100, including permitted characters ( . - &) and spaces.
- If the desired name consists of only one word, we recommend that you perform a search for the whole and part of the name, and if this search method does not return any results, it means that this name is free. However, if the desired name is occupied, keep in mind that adding the initials of the founder, just two letters or numbers, even with a dash or space, will not be sufficient to register such a name. For example, if there is a business entity having the name BETACOM DOO, it will not be possible to register the name BETA-OM, BETA OM, BETA COM, BETA-COM, BETACOM MD, BETAKOM 77, BETAKOM or BETA COM,
- make sure that some words are spelled differently but are pronounced the same, i.e. they are spelled the same in both the Serbian and a foreign language (e.g. MENADŽMENT and MANAGEMENT); thus, it is always necessary to check whether using another letter or arrangement of letters returns the same result, because if it is just spelled differently but pronounced the same it may be misleading as to the business entity (e.g. KOFI and COFFEE and COFEE),
- also, it must be borne in mind that parts of names consisting of words referring to the business activity of a business entity, such as "komerc", "trade", "group", "company", "export", "import", “inženjering”, “engineering " and the like, cannot be used as the part of the name that brings a difference to an already existing name. So, if an already existing business entity is registered as e.g. "BONUS" DOO, adding any of the abovementioned or similar words that imply the business activity will not be sufficient for the acceptance of such an application. In that case, it is best to add another word and repeat the search,
- also, if a company has the name, e.g. BONUS TRANS DOO, it will not be possible to register the name BONUS TRANSPORT DOO; this also applies to the words INVEST and INVESTMENT, as well as PROM and PROMET,
- if the desired name consists of more than one word, never type in the search box all the words that make up the name. In these situations, we recommend that you take that part of the name that is specific and type that part in the search box, so if this search method does not return any results, that name is free.
B) Name Reservation
If you want to be sure that a particular name you want to register is going to be free, you have the right to reserve the name, which is prescribed by Articles 39 and 40 of the Law on the Procedure of Registration with the Serbian Business Registers Agency, which stipulate that the reservation of a name shall be initiated by submitting an application to the competent register, along with proof of payment of the fee for name reservation (Fees).
If all name reservation requirements are met, the Registrar shall issue a confirmation within five working days from submission of the application, acknowledging the reservation of a name, and shall enter the reserved name in the database of reserved names. The confirmation shall contain the name of the register, number under which the application is filed, date and time of receipt of the application, reserved name, applicant’s particulars and data on the amount of fee. The name shall be reserved in favour of the applicant for a period of 60 days from the date of publication. Prior to the expiration of the period the name has been reserved for, the person in whose favour the name has been reserved may, by paying once again the fee for the name reservation, renew the reservation for another 60-day period. A reserved name may be transferred to another legal or natural person before the expiration of the period the name has been reserved for, in which case the Registrar shall deliver a confirmation acknowledging the transfer of the reserved name to the person in whose favour the name has been reserved.
Core Business Activities
The provision of Article 4 paragraph 1 of the Company Law stipulates that a company shall have its core business activity, but it may also conduct all other business activities that are not forbidden by law, regardless of whether they have been specified in the memorandum of association or articles of association. Consequently, as it is prescribed by Article 4 paragraph 2, a separate law may condition the registration or conducting of a certain business activity upon a prior approval, consent or other document issued by the competent authority. A resolution to change the core business activity shall be passed by the general meeting, partners, or general partners.
Taking into account the aforementioned provision of the Company Law, business entities apply for registration of only one, the core business activity, with the Register kept by the Serbian Business Registers Agency; it is assumed by the Law that a business entity may conduct all other business activities upon obtaining a prior approval, consent or other document issued by the competent authority if this is stipulated in a separate law.
On the other hand, if a business entity wants to register in the Register kept by the Serbian Business Registers Agency an activity as the core business activity, which can be conducted only on the basis of a prior approval, consent or other act of the competent authority, it shall be obliged to enclose such an approval, consent or other document issued by the competent authority when submitting an application for registration of that activity into the Register (e.g. production, circulation, distribution, processing and storage of substances dangerous and harmful to human health and the environment, bank operations, operations of insurance companies).
The provision of Article 88 of the Company Law stipulates that Article 4 of this Law, which regulates the business activities of companies, shall apply accordingly to the business activity of sole proprietors.
A business entity is not required to submit to the Register kept with the Serbian Business Registers Agency a certificate of the competent inspection authorities on the fulfillment of the conditions in respect of the premises in which the business activity is conducted, except when a separate law stipulates that such a certificate is required for the registration and performance of a certain business activity.
It follows from the foregoing that business entities may register in the Register only one, the core business activity, given that they are allowed under the Company Law to conduct other business activities as well. However, it is the business entity itself that must take care that the requirements for conducting these business activities have been fulfilled.
Elaborating further on the possibility to conduct all business activities permitted by law, we also remind that the provisions of the Company Law, as well as the provisions of the Law on Foreign Trade Operations, do not envisage either the obligation or the possibility to register data on performing foreign trade and foreign trade services. Accordingly, and as of 01/02/2012, the Register of Business Entities does not register this data, and such data that was registered earlier are not publicly available. Therefore, carrying out either the core or the auxiliary activities in foreign trade is not conditioned by the registration in the Register of Business Entities and this data is not the subject-matter of registration as of 01/02/2012.
Principle of Formality
The provision of Article 3 item 3 of the Law on the Procedure of Registration with the Serbian Business Registers Agency prescribes the principle of formality, according to which the Registrar shall make decisions based on the facts contained in the application, supporting documents and registered data, without verifying the accuracy of the facts in the application, the authenticity of the attached documents and correctness and legality of the procedures through which the documents were issued, while the provision of Article 45 of the same Law stipulates that any person who submits false data to the Register, or a false or falsified document, with the intent to use such data or documents in the registration and recording procedure as real ones, shall be punished with imprisonment from three months to five years. Therefore, it is apparent that the applicant bears responsibility for the accuracy of the data entered in the registration application and the correctness and legality of the procedures through which the documents submitted along with the registration application were issued.
Hence, it is necessary to keep in mind that the Register’s competence is to register information on business entities upon request of an authorized person, who is obliged to submit the documentation stipulated by the law, as well as that the Registrar does not have the authority to examine the legality of a procedure which resulted in the resolutions attached to the application for registration, but only to perform the registration on the basis of the application and the documentation attached to it.
In view of the above, notifications of interested parties by which they warn the Register of the existence of a disputed situation in a business entity (usually, a dispute between founders, unlawful resolutions, falsified documents and/or seals, etc.) or request that an entry - which is outside of the prescribed procedure - is not made, are of no legal relevance, given that such notification cannot prevent the Registrar from acting upon a formally duly filed application; thus, the Registrar shall not respond to such notifications.
In these situations, any person having legal interest to prevent a particular registration may apply to a competent court requesting it to impose a provisional measure that prevents a particular registration, and may inform the Registrar of such a provisional measure or other appropriate act of a competent body by filing a request for registration of an information that is of relevance to legal transactions.
Personal Data Protection
When initiating the registration procedure, it sometimes occurs that the applicants, in addition to the documentation prescribed by the Law and the related by-laws, mistakenly submit documents that are not required for the procedure in question.
Given that the Agency, i.e. the register, cannot prevent these situations from occurring, and in order to avoid violating the principles prescribed by the provision of Article 5, paragraph 1, points 1-3 of the Law on Personal Data Protection, the applicants have been allowed to contact the Agency’s Archives in order to download the documentation containing sensitive data, which did not represent the basis for the Registrar’s decision, along with the compilation of minutes of the undertaken action.