- Who has the authorization to submit a registration application to the SBRA?
The registration application for the formation of a company is submitted by the founder, while the registration applications for changes or deletions are, as a rule, submitted by the director, i.e. the legal representative of the company. In any case, the application may also be submitted by the attorney of these persons.
Additionally, there are situations in which the application can be submitted by another person. You can find more information on that here.
In any case, the applicant is the person who is listed as such in the registration application and who signs the application, while the actual submission of such a signed application may be done by any person.
- If the owner and director of the LLC change, who is then authorized to sign the registration application?
If the director and the member of the LLC change at the same time, the application is signed by the person who has been appointed as the new director.
- Which data is the subject of registration if the founder is a foreign legal person?
The data on a foreign legal person needed for registration is: business name, address of the registered office, number under which that legal person is kept in the foreign registry and the country in which that person is registered. This data must be proven by an excerpt from the competent register and must be translated into Serbian by a certified court interpreter.
- The founder is a foreign legal person. Can we provide an electronic excerpt as proof of the founder's identity?
At the moment, electronic excerpts cannot be used as proof of identity in the procedure of registration with the SBRA.
The excerpt must be a written (“paper”) one, the original or a certified copy, and must contain certification by a competent authority if necessary (this depends on the founder’s country of origin).
You can find more information on that here.
- Can a foreign natural person register multiple identification data (besides his/her passport/foreign identity card)?
The information on a foreign national needed for registration is: personal name, passport number and country of issuance, i.e. foreigner’s personal identification number, i.e. foreigner’s identity card number and country of issuance.
Therefore, a foreign national has the option to register a registration number (i.e. personal number for a foreigner) in addition to his/her passport number, or s/he may, in addition to his/her foreigner’s identity card number (if s/he is from an EU member state), register a registration number (i.e. foreigner’s personal identification number).
Please note that the electronic certificate is linked to one of these pieces of data and if any registered data is changed, there is a possibility that the applicant will not be able to sign a particular application electronically.
- What is the difference between a registered office and a mailing address?
The registered office of a company is the place in the territory of the Republic of Serbia from which a company manages its business and it is determined as such by the memorandum of association, statute or decision of the general meeting.
The law implies that the delivery of letters should be made to the address of the company's registered office.
However, the company may have a separate address for receiving postal items in the territory of the Republic of Serbia, which is registered in accordance with the law on registration. If the company has a separate address for receiving postal items, delivery is made to that address and not to the address of the company's registered office.
Thus, the mailing address is registered only if it exists and is different from the address of the company’s registered office. Otherwise, it is assumed that the mail is received at the company’s registered office.
- What does a restriction of co-signature authority mean and how is it registered?
The law stipulates that the representative may be limited by the by-laws of the company’s competent body, whereby the co-signature is one of the two types of restrictions subject to registration (other types of restrictions can be prejudged on an internal level, but are not the subject of registration with the SBRA). The co-signature implies that the representative who has this type of restriction is obliged to provide the signature of another person or body of the company for the actions envisaged, whereby the co-signature restrictions are described and regulated by the decision of the company’s competent body.
- Is it obligatory to change the memorandum of association after the change of some data on the company that is stated in the memorandum of association?
Such an obligation is not stipulated by law. Therefore, it is not necessary to register changes to the memorandum of association after each change of status data, but it has been shown in practice that after major changes (e.g. change of members or name) or after a greater number of data changes, it is useful to adopt amendments and refine the memorandum of association (or adopt a new one and replace the previous) and then register it.
In any case, please note that changes can be stated in the memorandum of association only after they have been registered (e.g. members or capital), which is why it is better to submit the application for registering the memorandum of association separately, i.e. after a decision on the status data change has been made.
- We want to expand our business activity. What is required for registration?
The expansion of business activity has not been the subject of registration since 2005. This means that companies register only one core activity and only report the change of activity to the SBRA. If, in addition to the core activity, other activities are performed to a lesser extent than the core one, this is not registered (even though it can be determined by internal decisions of the company's general meeting).
It has been shown in practice that, in some cases, certain inspection bodies insist on a ‘‘SBRA decision on the registration of activity’’ done by the company, and in such situations, business entities usually decide to form a branch of the company with the required activity, which may (but need not) be at the same address as the company's registered office.
- We submitted an application for a change of data, but we were rejected because we have a tax control/our tax identification number has been confiscated. How do we register the changes?
According to the Law on Tax Procedure and Tax Administration, the SBRA cannot delete a legal entity from the prescribed register, register status changes or make changes to data related to the founder, i.e. member, name, registered office, role and form of organization from receiving the Tax Administration’s notification that the legal entity will be subject to tax control, to receiving the notification that the tax control has been completed, as well as from receiving the notification that the legal entity’s tax identification number has been temporarily confiscated to receiving the notification that the number has been returned.
Both the registration and deletion of these measures from the Central Records of Temporary Restrictions on the Rights of Persons is within the exclusive competence of the Tax Administration and the SBRA is not able to remove the Tax Administration’s measures that were not put in place by the Agency itself.
Therefore, in order for the requested change that was rejected due to the existence of tax control or confiscated tax identification number to be implemented, it is necessary for the Tax Administration to remove the imposed measure, and then the application can be re-submitted.
You can check whether the company has an active tax control measure in place or if its tax identification number has been confiscated here.
Please note that the measures related to the ban on the disposal of funds are not an obstacle to the registration of changes/deletions.