LLC Formation in Serbia as a Foreign National: Step-by-Step Guide 2026

Published: 28 April 2026  |  Next review: October 2026

Forming an LLC in Serbia as a foreign national in 2026 is possible without Serbian citizenship and without the founder setting foot in the country. There is one important nuance, however, that catches many people off guard: the founder does not have to come, but the director does. That distinction is not a formality. It determines the entire logistics of the process and is one of the reasons why engaging a lawyer from day one means the difference between a properly incorporated company and one that starts with mistakes.

Who can form an LLC in Serbia as a foreign national?

Under Article 139 of the Companies Act,^[1] an LLC may be incorporated by one or more natural or legal persons, domestic or foreign. There is no ownership threshold, no requirement for a Serbian resident co-owner, and no industries from which foreign founders are automatically excluded.

A foreign natural person may be the founder, the director, or both. A foreign company may be the sole founder of a Serbian LLC. Both are common scenarios in Zunic Law practice, each with its own specifics in terms of documentation and structure.

Founder and director: the key distinction for foreign nationals

This is the point where most misunderstandings arise. The foreign investor asks: "Do I have to come to Serbia?" The answer depends on which roles they are taking on within the newly formed company.

The founder, as the holder of a membership interest, can fully authorise a lawyer through a special power of attorney to represent them in the registration procedure before the BRA. An investor living in Berlin who is incorporating an LLC in Belgrade does not have to leave Germany for the company to be registered.

The director is a different matter. The qualified electronic certificate, required for all subsequent digital obligations of the company towards the BRA and the tax authorities, must be obtained in person. That certificate cannot be issued by proxy or collected on someone else's behalf. This means the director must physically come to Serbia, even if only once and for just a few hours or a single day.

When the founder and director are the same person, the trip is necessary but can be planned: the company is registered on the basis of the power of attorney, and the director's visit can be organised within 30 days of registration.

Documentation: what is prepared and by whom

The documentation required from a foreign founder is shorter than most assume. The BRA does not require a certified copy of the founder's passport if the founder is a natural person, a scanned document is sufficient. What must be certified and apostilled (or legalised, depending on the founder's country) is the extract from the relevant register if the founder is a foreign legal entity. In addition, the power of attorney authorising the lawyer for representation must be certified and legalised in the appropriate manner. A power of attorney is a public document and must satisfy the standard formal requirements for use abroad.^[2]

On the basis of the information provided, the lawyer prepares the founding deed, files the application with the BRA electronically, and manages all communication with the register until the decision is issued.

The Article of Association: the document that determines everything that follows

The Article of Association is the key constitutive document of an LLC. For a single-member company it takes the form of a Decision on Incorporation; for a multi-member company, an Agreement on Incorporation. It must be drawn up in electronic form and tailored to the founder's specific business situation.

Standardised templates available online satisfy the minimum statutory requirements. They do not cover what comes after: transfer of membership interests, pre-emption rights, removal of the director, distribution of profit, admission of a new investor. Each of these situations becomes complicated wherever the founding deed did not anticipate the scenario, or anticipated it incorrectly.

A detailed overview of what the founding deed must contain, the mistakes most commonly seen in practice, and which clauses are critical for foreign founders, is available in the article on the Memorandum of Association in Serbia.

Post-registration obligations that cannot wait

The BRA decision is not the finish line, it is the starting gun. What follows carries specific deadlines, and the sanctions for missing them are automatic and do not depend on the discretion of the tax authorities.

Beneficial owner registration

This is an obligation that frequently goes unnoticed in practice yet carries the most serious liability. Every company is required to register its beneficial owners in the Central Register of Beneficial Owners, maintained by the BRA, within 30 days of incorporation.^[3] An amendment to the Law on Beneficial Owners in 2025 extended the deadline from the previous 15 to 30 days, but the obligation remains strict. Registration is carried out electronically, using the director's qualified electronic certificate, and cannot be completed in any other way.

Tax filing and opening a bank account

Within 15 days of registration, the company must file an advance corporate income tax return (form PPPDG-1S), reporting projected income on the basis of which monthly advance tax payments are determined. Penalties are automatic. A detailed overview of the tax obligations of a Serbian LLC is available in the article on corporate income tax in Serbia.

A company cannot receive or make payments without a business account. Serbian regulations are strict enough to provide that a company that fails to open an account within 6 months of incorporation may be subject to compulsory liquidation. The KYC procedure can take from one day to several weeks. Founders who need a non-resident account will find the relevant details in the dedicated article on non-resident bank accounts in Serbia.

Cost of incorporating an LLC in Serbia in 2026

Costs include BRA fees, certification and apostilling of the power of attorney abroad, and legal fees. The law sets a minimum share capital of RSD 100, but the optimal amount depends on the business model. A full breakdown of registration and ongoing operating costs is available in the dedicated article on costs of running a company in Serbia.

Why a lawyer, and not other service providers?

The most honest question a foreign founder can ask is: "Do I really need a lawyer, or is that an expensive luxury?" Zunic Law's answer, based on years of working with foreign clients, is not "yes" out of courtesy. It is "yes" out of experience.

Everything tailored to the specific client

No two clients are the same. The founding deed, tax treatment, governance structure, residence permit and exit plans all require an assessment specific to the situation. An online service does not carry out that assessment. A lawyer does.

Tax implications that only become apparent later

Tax incentives,^[4] VAT registration, the treatment of management fees. These are all decisions made before or immediately after registration whose consequences last for years. A lawyer discusses the options before the company is registered.

Residence permit for the director or founder

Incorporating an LLC is one of the most common legal grounds for a temporary residence permit for foreign nationals in Serbia. Both processes run in parallel, and the company structure must be aligned with the requirements of the Ministry of Interior before registration is initiated.

Frequently asked questions

Can a foreign national be the sole founder and sole director of an LLC in Serbia?

Yes. The Serbian Companies Act does not require Serbian citizenship from the founder or the director. A foreign national can be the sole founder, sole director and sole employee. There is no requirement for a domestic co-owner.

Does the founder have to come to Serbia in person to register an LLC?

No. The founder can authorise a lawyer through a special power of attorney, certified and apostilled in their home country. The director, however, must come to Serbia in person to obtain the qualified electronic certificate, which cannot be obtained by proxy.

What is the deadline for beneficial owner registration?

30 days from the registration of the LLC (2025 amendment, extended from 15 days). Registration is carried out electronically using the director's certificate. Failure to comply triggers automatic liability.

Is a certified copy of a passport required to form an LLC in Serbia?

No. The BRA accepts a scanned identity document from a founder who is a natural person. What must be certified and apostilled is the power of attorney authorising the lawyer to act on the founder's behalf, and proof of identity for a legal entity founding the company in Serbia.

Can the founder of an LLC also obtain a residence permit in Serbia?

Yes. Incorporating an LLC is one of the most common legal grounds for a temporary residence permit for foreign nationals in Serbia. Both the founder and the director can apply for a Unified Permit for temporary residence and work. More detail is available in the guide on temporary residence in Serbia.

What happens if beneficial owners are not registered within the deadline?

The fine for a company ranges from RSD 500,000 to RSD 2,000,000; for the director as the responsible natural person, from RSD 50,000 to RSD 150,000. Sanctions are automatic, with no discretion on the part of the authorities.