Starting a Business in Serbia? Branch Office, Representative Office and Non-resident Bank Accounts

If you are interested in expanding or moving your business to Serbia, the good news is that there is a multitude of options at the disposal of foreign nationals who wish to do business in Serbia, with each of them providing a unique set of features suitable for the variety of business plans.

Hence, foreign nationals can choose between:

We have already talked about how to establish a company or register as an entrepreneur in Serbia in our blog posts Company Formation in Serbia  and Online Registration of Entrepreneurs.

In this blog post, we wanted to focus on other options for establishing  your business presence in Serbia, which you might be willing to consider. That’s why we’ve decided to shed more light on the concepts of branch establishment, representative office establishment and opening a non-resident bank account in Serbia.

What is a Branch of a Foreign Company?

A branch of a foreign company is a separate organizational unit of a foreign company in Serbia, through which the foreign company conducts its business, in accordance with the law.

Speaking of running a business, the prevailing business activity of a branch can differ from the parent company’s prevailing business activity.

The same goes for branch representatives, as they do not have to be the same person as the one representing the parent company.

The bottom line is, you may choose freely whether you wish to register a different or same prevailing business activity compared to the prevailing business activity of the parent company. In addition, you may choose whom to appoint as the branch representative. However, the person registered as a branch representative is presumed under the law to represent the parent company, as well.

Unlike a parent company itself, a branch is not a legal entity, but rather the parent company’s organizational unit which acts in the name and on behalf of the parent company. Moreover, the parent company is the one in charge of running the management of the branch.

Finally, the parent company’s liability is unlimited in terms of obligations of its branch towards third parties, resulting from the branch’s business. This is in line with the fact that the branch cannot have its own property, but rather uses the property of the parent company.

How to Establish a Branch?

The branch is established via a decision on the establishment of the branch, enacted by the parent company’s assembly.

Following that, the application for registration needs to be filed to the Serbian Business Registers Agency, which then issues its decision on registration and registers the branch in the Business Register.

The parent company is not limited in terms of the number of branches it plans to register in Serbia, i.e., it can establish one or several branches.

The Business Registers Agency is also competent to register the changes of the registered information relating to the branch, as well as to register its termination.

How to Recognize a Branch

Just as the distinction between the companies is made by looking at their business names, in order to recognize a branch, you will need to pay (close) attention to the business name. Namely, the business name of the branch is the same as the parent company’s business name, along with the indication that it is a branch and an indication of the address of the branch. The branch can also have its own name, in addition to the parent company’s business name.

Furthermore, each branch distinguishes itself from other branches by its own unique identification number and tax identification number.

Bank Accounts

According to the Law on Foreign Exchange Operations, the foreign companies’ branches are residents and they operate via their own resident bank accounts in Serbia.

For a branch to transfer the funds from its resident bank account to a foreign country, it is required to first submit the certificate issued by a competent authority stating that it has no unsettled tax obligations per that transaction.

On the other hand, in order to receive funds, a branch can get bank loans and loans from its parent company, with the repayment period longer than one year. Those funds are used by depositing the amount of those loans into the branch’s bank account.

Bookkeeping

Given that the Law on Accounting is applicable to branches of foreign companies, these entities are required to do bookkeeping, in accordance with the provision of the Law. Furthermore, branches of foreign companies are legally obliged to file financial reports to the Business Registers Agency.

In addition, as the Law on Foreign Exchange Operations treats branches of foreign companies as residents, they are required to file reports to the National Bank of Serbia under the Decision on obligatory reporting in relation to the business’ conduct with foreign countries.

Foreign Trade

A branch can carry out the activities of import and export of goods and services, without limitations, in accordance with the Law on Foreign Trade Operations and the Law on Foreign Exchange Operations.

Value Added Tax (VAT)

Finally, due to the applicability of the norms of the Value Added Tax (VAT) Law to branches of foreign companies, branches are obliged to file the application for registration as VAT taxpayers to the competent tax authority, in case their turnover exceeded RSD 8,000000 (dinars)  in the previous 12 months.

What is a Representative Office?

A representative office is the parent company’s separate organizational unit that can perform preliminary and preparatory actions with the aim of concluding legal transactions for the parent company. The representative office is not a legal entity and is authorized to conclude legal transactions only in the course of its current business operations.

How to Establish a Representative Office?

Just like in the case of a branch, the parent company is liable for obligations towards third parties which occur in the course of its representative office’s business.

A representative office is established by the decision of a parent company’s competent authority.

Following the enactment of this decision, the representative office needs to be registered in the Business Registers Agency. This is done by filing an application for registration to the Agency, after which the Agency issues a Decision on registration of the representative office and registers it in the Business Register.

Foreign Trade

Since the Company Law limits the activities of a representative office to those of a preliminary and preparatory character for the parent company, a representative office is thus restricted in the process of trade of goods and services.

Accounting and Reporting Obligations

The Law on Accounting does not apply to representative offices. Hence, representative offices do not keep bookkeeping and do not submit annual financial reports to the Business Registers Agency.

In addition, representative offices do not file a DI-1 report to the National Bank of Serbia, since the Decision on obligation of reporting in business with foreign countries does not apply to non-residents in terms of Law on Foreign Exchange Operations.

Non-Resident Bank Account of a Parent Company

Representative offices cannot open their own bank accounts in Serbia. Instead, the non-resident bank account of a parent company in Serbia is used for the operations of a representative office.

Non-Resident Bank Accounts of Foreign Nationals

Finally, if one merely wishes to perform their business activities without the need to establish one of the previously mentioned legal forms, operating via their personal non-resident bank account(s) is the way to go.

The Law on Foreign Exchange Operations recognizes the following categories as Serbian residents:

a) A natural person with residence in Serbia

b) A foreign natural person who acquired a temporary residence permit in Serbia, and possibly a work permit, too, who has lived in Serbia for more than a year.

On the other hand, natural persons who do not fall under categories a) and b) are treated as non-residents in terms of the Law on Foreign Exchange Operations.

Non-Resident Bank Account Opening

Non-resident natural persons can open both their personal dinar and foreign currency bank accounts in Serbia.

In order to do so, they need to submit a request for the opening of a bank account in the bank of their choice, along with completing the accompanying bank forms. Moreover, a framework agreement on payment services is concluded between the bank and the account holder (a natural person), which regulates the conditions for the opening, maintaining and closing of the bank account.

Transactions to a Foreign Country and Vice Versa

Primarily, non-residents may transfer the money from their bank accounts in a foreign country to their personal bank accounts in Serbia.

Secondly, in order to transfer the money from a non-resident bank account to a foreign country, non-residents are firstly obliged to submit the certificate issued by a competent tax authority, certifying that they have fulfilled their tax obligations arising from that transfer.

Temporary Residence Permit

Moreover, non-residents who wish to apply for a temporary residence permit in Serbia are required to open their personal bank account(s) in Serbia, to which they would deposit or transfer the money from abroad. The purpose of this requirement is to show the Serbian authorities that the applicant for a temporary residence permit is financially independent to take care of himself/herself for the period for which they are applying for a temporary residence permit.

Real Estate Purchase

Speaking of a temporary residence permit, being the owner of a real estate in Serbia is one of the legal grounds prescribed by the New Law on Foreigners,  based on which foreign nationals can apply for a temporary residence permit. In line with that, non-residents may freely perform payments in order to acquire real estate in Serbia, in accordance with the Law on Foundations of Property Law Relations.

Obtaining and Transferring Company Shares

In addition to the real estate ownership, being a shareholder in a company registered in Serbia can also help you obtain a temporary residence permit in Serbia. Besides the formation of a new company in Serbia, foreign nationals can also acquire the shares of an already existing company. Thus, the Foreign exchange law provides that non-residents may perform and receive payments for the purpose of obtainment or sale of Serbian company’s shares which will not be considered as a direct investment.

[1] For the purpose of clarity, the foreign company which is the founder of the branch or the representative office will be further referred to as “the parent company”
[2] While the branch is obliged to register one business activity as the prevailing one, it can conduct all other business activities, in accordance with the law.
[3] The Law on Foreign Exchange Operations (“The Official Gazette of the Republic of Serbia”, no. 62/2006, 31/2011, 119/2012, 139/2014 and 30/2018)
[4] The Law on Accounting (“The Official Gazette of the Republic of Serbia”, no. 62/2013 and 30/2018)
[5] The Decision on Obligatory Reporting in Relation to the Business’ Conduct with Foreign Countries (“The Official Gazette of the Republic of Serbia”, no. 87/2009 and 40/2015)
[6] The Value Added Tax (VAT) Law (“The Official Gazette of the Republic of Serbia”, no. 84/2004, 86/2004 – correction, … and 30/2018)
[7] RSD (dinar) is the official currency in use in the Republic of Serbia.
[8] The Company law (“The Official Gazzette of the Republic of Serbia”, no. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018 and 95/2018)
[9] The Property law (“The Official Gazette of the Federal Republic of Yugoslavia”, no. 60/80 and 36/90, “The Official Gazette of the Federal Republic of Serbia and Montenegro” no. 29/96, “The Official Gazette of the Republic of Serbia”, no. 115/2005 – other law)

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