Company formation – Establish a company in Serbia
Company formation in Serbia – what compy types could be formed in Serbia (what legal forms of business entities exist in Serbia)?
Company types in Serbia
Entrepreneur company type in Serbia
At the beginning, it is essential to note that the legal form of “entrepreneur” essentially represents a person registered with the Business Registers Agency (in Serbian: APR) for performing business activities.
In addition, when an entrepreneurial agency (entrepreneur) is established, the business entity is registered exclusively by a single natural person (entrepreneur) and established to run a business activity aimed at generating income or profit.
Any unemployed person, as well as an employed person, may become an entrepreneur.
For example, employees can open an entrepreneurial agency from an employment relationship, in which case they are called entrepreneurs from an employment relationship.
When we talk about the variations of the legal form of an entrepreneur, there are two variations of an entrepreneur that can be chosen when opening a company, the main difference of which is the method of taxation:
A lump-sum entrepreneur
With lump-sum taxation, entrepreneurs must pay a fixed amount of taxes and contributions every month, regardless of the income generated in that period. In addition, after establishing the company, the lump-sum entrepreneur does not need to hire a bookkeeper to record business changes and keep business documentation.
2.Entrepreneur taxed on the personal income
Unlike lump-sum entrepreneurs, when establishing a personal income entrepreneur, it is essential to know that these types of entrepreneurs must have an accountant or a bookkeeper that will manage all his taxation.
3. Self-taxed entrepreneur
Another option for entrepreneurs that can be chosen when opening a company is the self-taxation of entrepreneurs; this would mean that taxes and contributions are calculated based on the difference between income and expenses. Also, the books are kept according to the double bookkeeping system. A tax return and balance sheet should be submitted every year. The annual tax base is calculated by subtracting expenses from income. As for the payment of taxes and contributions, in this case, it is the same as for personal income entrepreneurs; they are paid monthly.
Please find the list of advantages and disadvantages of establishing entrepreneurial agencies below:
Pros | Cons |
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(This means that your assets may be at risk because an entrepreneur is liable to the full extent of their private assets.) |
Prednosti
- Jednostavno i brzo osnivanje
- Manji troškovi registracije
- Jednostavnije vođenje poslovnih knjiga
- Jednostavnije gašenje odnosno likvidacija
Nedostaci
- Neograničena lična odgovornost za obaveze preduzeća (Što znači da vaša lična imovina može biti ugrožena jer preduzetnik = fizičko lice koje odgovara svojom imovinom).
LLC formation in Serbia
Form an LLC company in Serbia
Some essential points that should be noted when opening an LLC or a limited liability company (hereinafter LLC) are that it may be founded by one or several persons, and the persons themselves are not liable to the full extent of their assets but the assets of such LLC.
In addition, important information is that each shareholder (founder) of the LLC owns a share in the newly founded company’s share capital, which can be relevant when deciding on the amount of share capital.
When we talk about the LLC’s share capital, it consists of the sum of the founders’ contributions, either cash or non-cash.
The founders’ and shareholders’ contributions do not have to be equal; they can vary in proportion to the percentage of shares they have in the company.
EXAMPLE: There are three founders with a total contribution of 1000 dinars: two shareholders investing 300 dinars each and holding a 30% share in the company, and the third one investing 400 dinars and holding a 40% share in the LLC.
The good thing about opening an LLC is that after its establishment, the shareholders are liable for the company’s obligations only up to the amount of their share, i.e., up to the amount they paid or entered as a contribution to the company (which means that they are not liable to the full extent of their assets, but the risk is as much as their stake in the LLC).
Although this form of legal entity offers the most significant security for the founders, it also entails completely different tax liabilities, which will be discussed in more detail in a separate text (and which can be significantly more expensive than those of entrepreneurs).
Please find the list of pros and cons of establishing an LLC below:
Pros | Cons |
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Prednosti
- Ograničena odgovornost osnivača (samo do visine uloga)
- Mogućnost više osnivača
- Mogućnost prodaje udela
- Lakše privlačenje investitora
- Potpuna sigurnost lične imovine osnivača
Nedostaci
- Viši troškovi osnivanja
- Obaveza vođenja poslovnih knjiga
- Složenija administracija
- Kompleksan proces likvidacije
- Veće poreske obaveze
Company formation
Form a partnership company
A partnership company is a company founded by two or more partners who are jointly and severally liable for the company’s obligations to the full extent of their assets.
What does it mean?
This means that when a partnership enters into business relations with third parties and incurs liabilities, it is responsible for those liabilities to the full extent of its assets. In addition, the shareholders are also responsible for the company’s liabilities to the full extent of its assets.
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Prednosti
- Deljenje odgovornosti i resursa između više ortaka
- Zajedničko donošenje odluka
Nedostaci
- Solidarno neograničena odgovornost ortaka za obaveze društva, mogućnost konflikta među ortacima
Joint stock company
Form a company with stock options
A joint-stock company is a company with share capital defined and divided into shares with specific values. The value of the company’s share capital equals the amount obtained when we add up the value of all issued shares. This capital is permanent, founding, and unchangeable, and shares are units that represent parts of that capital.
Shareholders who own the company’s shares have rights that follow from their shares. These rights may include the right to dividends, the right to participate and elect management, and the right to part of the company’s assets if liquidated.
Pros | Cons |
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Prednosti
- Mogućnost prikupljanja kapitala emitovanjem akcija
- Ograničena odgovornost akcionara
- Profesionalno upravljanje
Nedostaci
- Veći troškovi osnivanja i administracije
- Strožiji zakonski i regulatorni zahtevi
Form a branch office in Serbia
Forming a branch or representative offices in Serbia
That’s right, there are additional sub-types of legal forms for establishing a company (if you already have an existing legal entity in the country or abroad), namely:
Branch of a domestic legal entity,
A branch of a domestic legal entity is a separate organizational unit of a domestic company operating on the territory of the Republic of Serbia. Through this unit, the company carries out its business activities and ventures. The branch itself does not have the status of a legal entity. It can operate outside the company’s headquarters, often in one or several other cities, to expand its operations and business plans more easily.
According to the Law on Companies, domestic companies can establish a branch (through a decision made by the assembly, partners or general partners) unless the Memorandum of Association or Articles of Association stipulate otherwise. Even though the branch does not have legal status, it is necessary to submit the relevant documentation and registration application required for its establishment to be registered with the Business Registers Agency.
Branch of a foreign legal entity,
A branch of a foreign legal entity is a part of a domestic company operating on the territory of the Republic of Serbia. This organizational unit enables the company to carry out its business activities. The branch does not have the status of a legal entity. It operates outside the parent company’s headquarters, often in one or several other cities, to carry out its activities
The branch must have a designated legal representative, but the same individual doesn’t need to be the representative of both the branch and the founding company. In addition to the fact that the branch in Serbia does not have the status of a legal entity, it also performs activities and acts for and on behalf of the parent company. The founder of the branch, which is a foreign company, is responsible for the operation of the branch and all obligations arising from it. The branch is treated as a domestic legal entity (resident) regarding tax liabilities.
Representative office of a foreign legal entity
The representative office of a foreign company is a separate organizational unit that could prepare activities aimed at concluding and agreeing on legal affairs for the parent company. The representative office does not have the status of a legal entity, so it can only negotiate legal matters related to its current operations.
The representative office is limited in its operations and may not perform the regular activities of the parent foreign company. In particular, it cannot sell goods or provide services on the domestic market. The representative office is authorized to conclude only those transactions related to its current operations.
How to choose a company type?
How do I know what type of company to open for my business?
Choosing the right type of company to open and start your business depends on several factors:
- the type of activity you will be engaged in
- the scope of business you plan to achieve
- the number of founders
- your readiness or resistance to the risks you are ready to take
- plans for future growth and the opportunity to devote yourself to administration
- economic profitability of the business model
To help you decide, we’ve outlined a few key steps and factors to consider when making this decision:
Type of activity
Think about the nature of your business. Some activities are better adapted to some legal forms, meaning that some activities cannot choose a specific legal form for the company to register.
For example, artisan shops are mostly registered as lump-sum entrepreneurs. On the other hand, retail shops are legally unable to register as lump-sum entrepreneurs and must keep books. That is why it is crucial to determine the activity code before the first step.
Scope of business
An entrepreneur or LLC may be suitable if you are planning a small or medium-sized business. For larger businesses that require a significant amount of capital, the solution may be found in a joint stock company (it is vital to be well-informed).
Number of founders
A partnership or limited partnership may be suitable for a larger number of partners. When it comes to a single-founder business, an entrepreneur or an LLC are often the common choices.
Liability and Risk
If you want to limit your liability when opening a company, an LLC or a joint stock company are suitable choices because they imply liability only for the share invested in the company during its establishment.
Administrative requirements
Consider how much time and resources you can devote to administration. Entrepreneurs have more straightforward administrative requirements than LLCs or JSCs, which require bookkeeping and annual financial statements.
Economic profitability of the business model
Whether you are entering the entrepreneurial waters for the first time or already have many years of entrepreneurial experience, your future company’s economic and financial analysis is always the starting point. It should be done before the actual establishment of the company.
Preparing a business plan and analyzing future operations can often sound like a “worn-out phrase.” Still, regardless, they are of great importance for the company’s survival through the following operations.
Constituent parts of the business plan and analysis of your future business include the items listed below:
- revenue and market analysis
- analysis of production potential
- analysis of the required workforce
- cost breakdown analysis
- analysis of inventory and other current assets
- analysis of suppliers and other current sources of financing
- investment and development potential
- plan of necessary marketing activities
Expansion and growth:
If you plan to expand quickly or are looking for investors, an LLC or a joint stock company may be a better choice because of their flexibility in attracting capital.
How much time do I need to form a company in Serbia?
The process of opening a company technically lasts five working days from the date the application is fully submitted to the government of Serbia.
However, the process can take longer if the future LLC owners are non-residents and we need to get a proper set of documents from the origin country.
Opening (founding) an LLC: What steps are necessary to open an LLC company in Serbia?
If, during the analysis of your future business, it turns out that the establishment of an LLC is an ideal option for your future business, then you need to know what steps await you as part of the preparatory work before the process of opening or establishing an LLC:
- Qualified electronic certificate (digital signature) – hand signature in digital format. It is defined by the law on electronic signature. It represents a collection of data in one place in digital format and is therefore connected and logically integrated with other digital information.
The electronic certificate is used:
– for identifying the person who uses it to sign a document
– to protect data during transmission and their correctness
– when escaping from the responsibility that the document was signed
How can I get a certificate, and who issues it?
The electronic certificate is issued exclusively by one of the certified bodies (Post, Chamber of Commerce of Serbia, Ministry of Interior, Halcom, E-smart System).
- Valid identity card – opening a company in Serbia is only possible with an identity card that was issued on the territory of the Republic of Serbia and has not expired.
- A created company name – is one of the most essential items the founder should know when opening a company.
The new company’s name is checked during the founding process so that it does not strongly coincide with the names of already established companies.
- Address (head office) of the company where the company will be registered – According to the law, the head office must be located on the territory of the Republic of Serbia. In addition, you can register the space you have the right to use as a seat. This means that you must have the right of ownership, a lease contract, or the right to use the space free of charge to register it as your business headquarters.
- Valid email and phone number – contact information through which the tax administration will be able to contact you, if necessary, as well as information that will be visible on the Business Registers Agency (optional)
- Degree and employment status of the founder
– The level of education is submitted when the company is established, and it is important to specify it, for example. 6.2
– Completed specialist applied studies
– The status of the founder shows whether or not the founder establishes an employment relationship with another company.
Steps for forming a company in Serbia
Technical steps of opening a company – a step-by-step opening guide
(update, steps changed in 2024 are indicated explicitly in the text)
What do I need technically to establish a company?
This is the biggest concern of founders who have not encountered this process.
For this reason, we have included specific steps for opening a company in the following text.
Step 1: Preparation of the Memorandum of Association as the primary document for the opening or establishing an LLC
Given that when opening an LLC (i.e. establishing an LLC), it can be decided whether the company will be a single-member or multi-member, i.e., a decision can be made during the establishment of an LLC that the company can have one or more members (member = founder), it is necessary to create the Memorandum of Association of the future LLC company. Therefore, two types of Memorandum of Association can be made when establishing an LLC: Memorandum of Association for single-member and multi-member companies:
- The Memorandum of Association for a single-member company is called the Decision on establishing a Limited Liability Company.
- The Memorandum of Association for a multi-member company is called the Agreement on the Establishment of a Limited Liability Company.
Step 2: Certification of the Memorandum of Association by a notary
After determining the final form of the Memorandum of Association necessary for the establishment or opening of the LLC, you must have it certified by a notary before the start of the company’s establishment. Since March 1, 2017, in the cities and municipalities for which notaries public have been elected, notarising signatures, manuscripts, and transcripts has been in their exclusive competence.
UPDATE: This step has been removed since 2023 because the process of opening a company is based on complete electronic verification with a qualified electronic signature, and notarization is not required. It is still needed when the founder is changed, in case of changes in the Business Registers Agency, or the establishment is done with authorization, so we leave this part as “Step 2.”
Step 3 (optional): Payment of the share capital before submitting the registration application for the opening (establishment) of the LLC
In some situations, companies want to pay the share capital before establishing the LLC. If this is also your case and you wish to pay the share capital immediately (essentially before submitting the registration application for opening an LLC), you need to open the so-called deposit, the current account of the company in the process of establishing where the funds paid as share capital will temporarily lie.
This step is unnecessary and is a matter of the company’s or its founders’ choice.
The founders decided to take this step because they want to use the invested share capital to verify the shares in the future LLC and thus ensure that the co-founders will not “withdraw” from the company’s further operations.
Step 4: Registration of the LLC with the Business Registers Agency
After a notary public certifies the Memorandum of Association, the next step is registering the LLC with the Business Registers Agency.
You can carry out this process independently according to the steps mentioned or hire an agency to establish a limited liability company.
UPDATE: As of 2023, this step is entirely electronic and can no longer be done in paper form. If you want to set up a company independently, you need an adequate qualified signature, a registered profile on the Business Registers Agency, adequate drivers, ID card readers, an Adobe package, and technical knowledge.
Step 5: Filling out the registration application for opening (founding) an LLC
You can download the registration form from the Business Registers Agency website (independently or through the accounting agency to which you entrusted the company’s opening on your behalf), fill it out in electronic format, print it out, and attach it with the necessary documentation.
UPDATE: As of 2023, this step is entirely electronic and can no longer be completed on paper. The registration application for opening a company is now completed directly on the Business Registers Agency portal.
Step 6: Submission of application and Registrar’s decision on application
The registration application for the establishment or opening of an LLC company is submitted after the complete acquisition of all the necessary documentation.
After that, you submit everything to the Business Registers Agency and wait for the decision, which can be positive or negative.
UPDATE: This step is also exclusively electronic for establishing a legal entity, but it remained in paper form for all other changes, such as a change of address, activity code, share of the founder, and the like.
Step 6a: Complaint against the Registrar’s decision
If you are unsatisfied with the Registrar’s decision, you can file a complaint that must contain the number and date of the decision contested by the complaint, reasons for the contestation, identification data about the complainant and the signature of the complainant. The complaint is submitted to the minister through the Business Registers Agency within 30 days from the decision’s publication date.
Step 7: Obtaining a decision on the establishment of an LLC
When the Business Registers Agency makes a favourable decision on your application, it will issue a Decision approving it. It will deliver that Decision to you as specified in the Registration Application. You can take over the decision on establishing an LLC either in person or receive it at the desired address.
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Steps after company incorporation in Serbia
What are the necessary steps after company incorporation in Serbia?
The technical part of opening a company is over; I’ve registered at the Business Registers Agency, so what’s next?
After the company’s establishment is completed, you need to follow a few more steps to be fully prepared to start your business.
Opening a bank account (commercial bank account)
The final step to start a business. To start a business, you need to have an account with a commercial bank. The very process of entering into a contract with a commercial bank must be done by the director personally, that is, by the person authorised for representation you specified in the forms when opening the LLC.
Tax Administration and Local Public Revenue Administration
After opening a current account in the selected bank, you must submit the complete documentation to your accounting agency, which will then take over the application process to the Tax Administration. It is important to note that the first obligation of the company is to submit the income tax return to the Tax Administration electronically through the ePorezi service within 15 days from the date of registration (the date of the adoption of the decision on registration issued by the Business Registers Agency) (for LLC, the process is different for lump-sum agencies).
Take care not to exceed the specified deadline because the consequences of this failure are significant: in addition to the fine, your company’s TIN may be revoked, which prevents you from carrying out your activity until the consequences are eliminated, i.e., the TIN is returned.
Stamp making (optional)
Although Article 25, paragraph 3 of the Law on Companies stipulates that you do not need a stamp, general practice has shown that it is better to have one, primarily due to various inconsistencies in the Law and some officials who can take a lot of time with their internal procedures, which require a seal.
Verification of beneficial owners – mandatory for LLC
What exactly is a beneficial owner?
A beneficial owner is always a natural person who ultimately owns or controls a legal entity or other entity under foreign law.
Exceptionally, if it is not possible to identify the natural person as prescribed, the beneficial owner is a natural person who is registered for representation, that is, a person who is registered as a member of that entity’s body.
As the data are published simultaneously with the recording, the data on the beneficial owner of the registered entity produce legal effects against third parties on the day following the publication of such data in the Central Register of Beneficial Owners.
Who must register the beneficial owners, and in what period?
- Newly established business entities must register the beneficial owner within 15 days from the registration date. From October 1, 2023, it is possible to submit the electronic registration application for the establishment of a company in a unified manner, which allows the registration of the beneficial owner to be carried out simultaneously.
- If the founder does not use this option, the company’s legal representative must register the beneficial owner in the Central Registry within 15 days of registration in the Register of Business Entities.
- Also, registered business entities are obliged to register the beneficial owner no later than 15 days from the day of the change in the ownership structure or members of the entity’s bodies.
Who must apply all the steps?
- companies,
- companies in liquidation,
- cooperatives,
- branches of foreign companies,
- business associations,
- associations and federations of
associations - foundations and endowments,
- institutions,
- foreign representative offices of
companies, associations,
endowments and foundations.
Who is not obliged to apply all the steps?
- entrepreneurs,
- public joint stock companies,
- companies in bankruptcy,
- companies in compulsory liquidation,
- companies and institutions in which the
Republic of Serbia, autonomous province
or local government unit is the sole
member, i.e. the founder, - political parties,
- trade unions,
- sports organisations and associations,
- churches and religious communities.
Entrepreneur company type
Forming an entrepreneur company type in Serbia – step by step
Establishing an entrepreneurial business has many similarities with opening an LLC, but a few differences exist. If you plan to register as an entrepreneur, follow the steps listed below:
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Virtual office – do I need it, and can a virtual address be an option when opening a company?
In the last few years, as the digital community has grown and the number of remote jobs has grown significantly, the virtual office concept has become very interesting to many future entrepreneurs considering opening a company.
A virtual office only helps businesses use a physical address and office services without incurring additional costs for utilities, space rental and administrative staff. Employees can work from any location, and the company has a mailing address, answering machines, meeting rooms and video conferencing capabilities.
For example, you can manage a business from a rural area and use a virtual office in one of the major cities.
The advantages of renting and using a virtual office are numerous. Among the most important are creating a professional image and significant savings.
This can be an excellent convenience for small business owners and startups that have just established a company because it avoids the high costs of renting office space.
Company incorporation Serbia
Is the process of company incorporation different in Belgrade, Novi Sad or Niš?
The essential process of opening a company does not differ, and it does not matter whether you start a company in Belgrade, Novi Sad or Niš.
The only operational difference is that data additions or changes must be physically submitted to the local Business Registers Agency, and therefore, the company opening agency should be also present locally.
For this reason, IDEAL Računovodstvo also has local offices in Belgrade, Novi Sad, and Niš so that the processes of changes/additions can be carried out smoothly.
How much does it cost to open (set up) a company?
Establishing a company requires knowledge of specific processes, rules, and time and paying government taxes
The sum lump cost of forming a company in Serbia could be in the range of 400 – 1500 EUR depending on the final structure.
If, after reading the text above, you think that this process is something you would instead leave to someone else, then we invite you to submit a request for opening a company by clicking on the button below, sorted by type of legal entity:
What about accounting and bookkeeping after company formation?
Since the company’s opening has been completed, to whom should I entrust my business and the “intimacy” of my company?
Perhaps this question should be asked before the establishment so we could go through all the steps from establishment to bookkeeping with a potential partner.
But how do I know who in the sea of accountants will be the best partner for me and my business?
If you are asking yourself these questions, I suggest we schedule a meeting and get to know each other because I believe this is the only way you will get answers.
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