HOW TO DO BUSINESS IN BELGRADE

ESTABLISHMENT AND REGISTRATION OF BUSINESS ENTITIES

 

Legal basis:

  1. Law on Companies (Official Gazette of the Republic of Serbia, No. 36/11, 99/11)
  2. Law on the registration procedure with the Business Registers Agency (Official Gazette of the Republic of Serbia, No.  99/11)
  3. Law on Business Registers Agency (Official Gazette of the Republic of Serbia, No. 55/04, 111/09, 99/11)
  4. Law on Entrepreneurs (Official Gazette of the Republic of Serbia, No. 54/89, 9/90, Official Gazette of the Republic of Serbia, No. 19/91, 46/91, 31/93, 39/93, 53/93, 67/93, 48/94, 53/95, 35/02, 101/05) The Law has been repealed on -36/11- February 1, 2012 (except for the provisions regulating general partnerships, that will be repealed on January 1, 2013)
  5. Law on Classification of Business Activities (Official Gazette of the Republic of Serbia, No. 104/09)
  6. Decision on Classification of Business Activities (Official Gazette of the Republic of Serbia, No. 54/10)
  7. Law on Foreign Trade (Official Gazette of the Republic of Serbia, No. 36/09, 36/11, 88/11)
  8. Decision on fees payable for registration and other services provided by the Business Registers Agency (Official Gazette of the Republic of Serbia, No. 5/12)
  9. Rulebook on the content of companies’ register and documentation necessary for the registration (Official Gazette of the Republic of Serbia, No. 6/12)

BUSINESS ENTITIES AND OTHER FORMS OF ORGANISATION:

  1. Entrepreneur
  2. General partnership
  3. Limited partnership
  4. Limited liability company
  5. Joint stock company
  6. Representative office of a foreign company
  7. Branch office of a company and branch office of a foreign company

ENTREPRENEUR (SOLE PROPRIETOR)

An entrepreneur is a physical person who performs business activities with the aim of generating income and is registered as such in accordance with the Law on Registration Procedure.

An entrepreneur is also a physical person who professionally engages in freelance activities and who is registered in a special register, provided his/her activity is specified as basis for entrepreneurial status by a special regulatory act.

Entrepreneurs are responsible with all of their assets for liabilities arising from their business activities, including the assets resulting from their business activities.

An entrepreneur operates under a business name. The business name of a sole proprietorship contains owner's personal name, description of the main activity, term "entrepreneur" or abbreviation "pr" and the address of the main office.

The following documents must be included in the request for registration:

  • standard application form for registration of legal and other entities and application for issue of the tax ID number,
  • photcopy of the identity card for domestic physical persons, that is, the photocopy of the passport for foreigners (photocopies of passports of all partners in case of partnership),
  • if an entrepreneur intends to register activities that require prior authorisation, approval or other document issued by a competent authority, it is necessary to submit such permit, approval or other document in original or certified copy,
  • proof of payment of the registration fee,
  • proof of payment of fees for issue of the registration/identification number.

GENERAL PARTNERSHIP    

A general partnership is a company set up by two or more partners who are responsible for all of the company’s liabilities with all of their assets.

Partners' investments in the partnership are of equal value, unless a different arrangement was made by the Agreement on Establishment, and they acquire shares equal to their investments, unless a different arrangement was made by the Agreement on Establishment.

The partners’ non-cash investing in the general partnership may be in the form of tangible or intangible assets, and exceptionally in a form of work or services.

 

The following documents must be included in the request for registration:

  • standard application form for registration of legal and other entities and application for issue of the tax ID number,
  • agreement on establishment, with certified signatures of the members,
  • proof of each member's identity (for nationals – photocopy of the identity card, for foreigners – photocopy of passport or identity card, if issued to a foreigner, or registration certificate if the founder is a legal person that is not registered with the Business Registers Agency),
  • decision on appointment of the representative, if not specified in the Agreement on Establishment,
  • signature of the authorized representative, certified by the relevant certifying body,
  • bank statement confirming that the cash deposit was made, if the deposit is being made prior to foundation; or, agreement of the members on assessing the value of the non-cash contribution, that is, the assessed value of the non-cash contribution, if the contribution is provided prior to foundation.
  • proof of payment of fees for registration and publication of the founding document,
  • proof of payment of fees for issue of the registration/identification number.
  • proof of payment of the registration fee,

LIMITED PARTNERSHIP 

A limited partnership is a company with a minimum of two members, at least one of which has unlimited liability for company’s performance (general partner), while at least one other person has limited liability up to the value of his/her agreed investment (limited partner).

Limited partner and general partner divide the profit and cover the debts in proportion to their stakes in the partnership, provided the Agreement on Establishment does not stipulates otherwise.

The following documents must be included in the request for registration:

  • standard application form for registration of legal and other entities and application for issue of the tax ID number,
  • agreement on establishment, evidencing certified signatures of the members,
  • proof of the member's identity (for nationals – photocopy of the identity card, for foreigners – photocopy of passport or identity card, if issued to a foreigner, or registration certificate if the founder is a legal person that is not registered with the Business Registers Agency),
  • decision on appointment of the authorized representative, if not specified in the Agreement on Establishment,
  • signature of the authorized representative, certified by the relevant certifying body,
  • bank statement confirming that the cash deposit was made, if the deposit is being made prior to foundation; or, agreement of the members on assessing the value of the non-cash contribution, that is, the assessed value of the non-cash contribution, if the contribution is provided prior to foundation.
  • proof of payment of fees for registration and publication of the founding document,
  • proof of payment of fees for issue of the registration/identification number.
  • proof of payment of the registration fee

LIMITED LIABILITY COMPANY

A limited liability company is a company in which one or more members of a company have shares in the fixed assets, provided that members of the company are not responsible for liabilities of the company except in case of exceeding legal authorities. A limited liability company may be established by domestic and foreign physical and legal persons - members of the company.

The fixed assets of the company shall amount to at least 100.00 dinars; higher investment may be required by a special law in case of companies that perform certain activities.

Member of the company acquires share in the company in proportion to the value of his investment in the fixed assets, unless the Founding Document of the company or the unanimous decision of the Assembly states otherwise. Member of the company can have only one share in the company. If the shareholder acquires more shares, the shares are merged and viewed as a single share.

The investments may be cash or in kind, and they are expressed in local currency. If the payments are made ​​in foreign currency, the equivalent in dinars is calculated at the average exchange rate of the National Bank of Serbia on the day of the investment. Securities are not considered as an investment.

The founding capital of a limited liability company does not need to be deposited, but it must be registered in the books, and the Founding Document shall specify the period due for payment, which cannot be longer than 5 years starting from the adoption of the Founding Document.

Management of Limited Liability Company can be organized as unicameral or bicameral.

  • Unicameral governance structures are as follows: Assembly and one or more Directors
  • Bicameral governance structures are as follows: Assembly, Supervisory Board,  one or more Directors

The following documents must be included in the request for registration:

  • standard application form for registration of legal and other entities and application for issue of the tax ID number,
  • the founding document (decision or agreement) with certified signatures of the members,
  • proof of the member's identity (for nationals – photocopy of the identity card, for foreigners – photocopy of passport or identity card, if issued to a foreigner, or registration certificate if the founder is a legal person that is not registered with the Business Registers Agency),
  • decision on appointment of the representative, if not specified in the Founding Document
  • signature of the authorized representative, certified by the relevant certifying body,
  • bank statement confirming that the cash deposit was made, if the deposit is being made prior to establishment; or, agreement of the members on assessing the value of the in kind contribution, that is, the assessed value of the in kind contribution, if the contribution is provided prior to establishment.
  • proof of payment of fees for registration and publication of the founding document,
  • proof of payment of fees for issue of the registration/identification number.
  • proof of payment of the registration fee,

The application shall include the decisions on appointment of the President and members of the supervisory board, if the management of the company is bicameral, and the President and members of the supervisory board are not specified in the Founding Document.

JOINT STOCK COMPANY

A joint stock company is a company whose capital is divided into shares among one or more shareholders who are not responsible for liabilities of the company except in case of exceeding legal authorities. Joint-stock company is responsible for its liabilities with all of its assets.

Company's stocks are issued in dematerialized form and registered in the name of proprietor(s) with the Central Security, Depository and Clearing House.

Founding Document is signed by each founder and their signatures certified; it cannot be modified and contains information about shareholders and their investments, shares (number, type, class, nominal value), company (business name, location, main field of activity) and a statement of every founder about the establishment of the company and commitment to make the payment.

The statute is mandatory act of a joint stock company, which regulates management and internal organization of the company, contains all the essential information about the company, and it is registered in accordance with the Law on Registration Procedure.

Registered shares which are, in accordance with the founding document, payable in cash, shall be paid prior to registration into a temporary account with a commercial bank in the Republic of Serbia. Prior to registration of the company, the shareholders who intend to establish a company are obliged to pay or enter shares that represent at least 25% of the capital, where the amount of the paid capital cannot be less than the minimum of the basic capital which amounts to 3,000,000.00 dinars. The nominal value of shares cannot be less than 100,00 dinars.

Management of Joint Stock Company can be unicameral or bicameral, which is determined by the Statute.

  • Organs for unicameral governance are as follows: Assembly and one or more Directors, or Board of Directors
  • Organs for bicameral governance are as follows: Assembly, Supervisory Board,  one or more Directors, or Board of Directors

The following documents must be included in the request for registration:

  • standard application form for registration of legal and other entities and application for issue of the tax ID number,
  • company Statute with certified signatures of the members,
  • statement of the crediting institution confirming the cash payment of stock value, i.e. assessment report by the certified assessor of the non-cash investment value or confirmation of the relevant authority about the value of non-cash investment, in accordance with the law,
  • decision on appointment of Director, if not specified in the Statute,
  • decision on appointment of members of Supervisory Board, in case of bicameral governance, if not specified in the Statute,
  • decision on appointment of members of Executive Board, in case of bicameral governance,
  • decision on appointment of the representative, if not specified in the Statute,
  • signature of the authorized representative, certified by the relevant certifying body,
  • proof of payment of the registration fee
  • proof of payment of fees for registration and publication of the Founding Document
  • proof of payment of fees for registration and publication of the Statute
  • proof of payment of fees for issue of the registration/identification number.

FOREIGN COMPANY'S REPRESENTATIVE OFFICE

Representative office of a foreign company is its organizational unit that can perform preliminary and preparatory actions leading to conclusion of legally binding agreements.

The representative office is established by a decision of a foreign company's relevant organ.

Representative office is not a legal entity.

The representative office can conclude legally binding agreements related only to their current operations.

A foreign company has responsibility towards third parties for liabilities arising from operations of its representative office.

The following documents must be included in the request for registration:

  • standard application form for registration of legal and other entities and application for issue of the tax ID number,
  • decision on opening of representative office,
  • registration certificate issued by the register in which the foreign company is registered, translated by the sworn translator,
  • evidence of bank accounts used by the foreign company for business transactions,
  • signature of the authorized representative of the representative office certified by the relevant certifying body,
  • statement of the foreign company authorized representative in which he/she takes responsibility for all liabilities resulting from business activities of representative office, certified by the relevant organ and translated by the sworn translator,
  • proof of payment of the registration fee
  • proof of payment of fees for issue of the registration/identification number.

In addition to documents written in a foreign language, the translation into Serbian language by the sworn translator shall be submitted as well.

COMPANY'S BRANCH OFFICE

Company's branch office is its separate organizational unit through which the company performs business actions in accordance with the law.

Branch office is not a legal entity, and it acts in the name and for the account of a company.

A company shall be liable for obligations to third parties arising from the operations of its branch office

The branch office is established in accordance with the decision of the assembly, i.e. partners, unless stated otherwise in the founding document or the Statute.

In all legal matters, the company's branch office uses the business name of the company, stating the address of the branch office (if different from the head office) and its specific name (if any).

The following documents must be included in the request for registration:

  • standard application form for registration of legal and other entities and application for issue of the tax ID number,
  • decision on opening of the branch office,
  • signature of the authorized representative of the branch office, certified by the relevant certifying body, if that person is not an authorized legal representative,
  • proof of payment of the registration fee.

FOREIGN COMPANY'S BRANCH OFFICE

Foreign company's branch office is its separate organizational unit through which the company performs business actions in the Republic of Serbia, in accordance with the law.

Foreign company's branch office is registered upon the decision of the relevant body of a foreign company.  Foreign company's branch office has its main line of activity, but it can perform all other activities permitted by law, regardless of the fact whether they have been specified by the decision on establishment of the branch office.

Branch office is not a legal entity, but for tax purposes – it has a residential status.

The following documents must be included in the request for registration:

  • standard application form for registration of legal and other entities and application for issue of the tax ID number,
  • decision on opening of foreign company branch office,
  • registration certificate issued by the register in which the foreign company is registered, translated by the sworn translator,
  • evidence of bank accounts used by the foreign company for business transactions,
  • signature of the authorized representative, certified by the relevant certifying body,
  • statement of the foreign company authorized representative in which he/she takes responsibility for all liabilities resulting from business activities of representative office, certified by the relevant body and translated by the sworn translator
  • proof of payment of the registration fee

By registering, companies and other organizational forms acquire simultaneously:

• registration/identification number,
• tax identification number (TIN) and
• health insurance number issued by the Republic Fund of Health Insurance


- All data are intended for information purposes only -