Do you wish to establish a company in the Republic of Serbia? You are not a resident, but you would like to enter the Serbian market as a new entity.
The first questions that come up to your mind are probably:
- Who can open a company in Serbia?
- What type of legal entity could, and should I establish?
- What are the differences between them?
- What is the procedure for company formation in Serbia?
If you are looking for the answers to these questions, you should stay tuned to this text, because you are the one that is eligible to establish a company in Serbia.
To answer your first question – the legal entity in Serbia can be established by any person – private or legal person, regardless of citizenship. The possibility to open a company in Serbia, is the same for everyone, without any limitations or special conditions regarding the country of origin.
Furthermore, besides the fact that a shareholder can originate from any country in the world, even the legal representative of the company does not have to be a Serbian citizen. Therefore, there are multiple structural variations possible.
For example, the shareholder and the legal representative, i.e., the managing director could both be citizens of the Russian Federation, without any limitation. On the other hand, a citizen of the Russian Federation can be a shareholder. In contrast, a Serbian citizen would be a managing director, or, a Serbian citizen could be the shareholder and a citizen of the Russian Federation could be in the role of the managing director.
The abovementioned are just examples and possible variations, whereas when establishing a company your hands are free in giving the founding and managing roles to whomever you choose. However, depending on the legal basis on which you are engaging these persons, they might have the right and the obligation to obtain a temporary residence permit in Serbia and a work permit in Serbia.
Opening a company in Serbia is governed by certain rules, and with the support of experienced lawyers specializing in company formation matters, when the ownership structure is non-complex, the process can be completed in just over 10 business days. For example, that would be the case if the owner(s) is a natural person, physically present in Serbia. When it comes to more complex cases, especially when the owner is a foreign legal entity, the procedure itself usually takes a bit longer.
A new Serbian legal entity is established after the registration procedure before the Serbian Business Registers Agency (hereinafter: the BRA) and the opening of a company’s bank account in Serbia.
Before you register your company, there are other business decisions and steps that you must make, such as:
- Choosing an Adequate Legal Form for your business
- Making decisions regarding the ownership structure
- Choosing the Appropriate Business Name for Your Company
- Choosing the Business Address
- Choosing the prevailing business activity of Your Company
- Appointing the Managing Director of Your Company
- Making decisions regarding the amount of the share capital
- Choosing the bank, in which you wish to open a Company’s business bank account
- Choosing an accountant
- Drafting the Memorandum of Association (MoA)
In Serbia, incorporating the company is only done exclusively online. This means that a Memorandum of Association and other company establishment-related documents have to be in the form of an electronic document. This can be done in multiple ways, where your attorney at law can have a significant role in determining the optimal and personalized approach for opening of your company. Not to mention, that Serbian attorneys are allowed to certify and turn the necessary physical documentation into electronic documents. We have already covered all the specifics of the online company registration in Serbia.
When all the documents and forms are finalized and submitted to the BRA, your company will receive the final decision on incorporation and you will be able to open a business bank account and start performing your business activities.
Choosing the right form for your company is of utmost importance. Based on this decision, you will either make it or break it.
Namely, when deciding on the form, it is necessary to consider several factors, such as the type of business activity, the size of the company, the number of employees, the number of shareholders, etc. All these factors should be taken into account once choosing the right form.
What you should bear in mind is that following appropriate provision, the Republic of Serbia recognizes four legal forms of companies, and additionally, determine entrepreneurship as a form of performing business activity.
Forms of companies recognized by Serbian law are:
- General partnership company,
- Limited partnership company,
- Limited liability company,
- Joint-stock company.
Each form has its advantages, and the most suitable form will depend on your business needs.
A limited liability company (LLC) is the most common form that the clients choose since it is the most appropriate form for the majority of different business activities.
However, sometimes it will be more cost-efficient for you, especially from a tax point of view, to register as an entrepreneur.
In the case of performing certain prevailing business activities, apart from the regular procedure, it would be mandatory to obtain permissions from the competent state authority.
For example, to open a pharmacy in Serbia, you need to obtain the permission of the competent ministry, the Ministry of Health.
To establish entrepreneurship, there is no condition to deposit a certain amount of money as share capital. The fact that entrepreneurs do not invest a share of capital relies on the fact that, as a natural person performing a business activity, the entrepreneur is a sole proprietor, whose personal assets and property are not separated from their business. In other words, the natural person who establishes entrepreneurship could be personally liable for entrepreneurship’s obligations.
This means that all the duties and obligations, that rise from performing the business activity have an unlimited effect on the entrepreneur’s personal assets as well and all debts or fees may be charged from it.
For example, let’s say that you are registered as an entrepreneur in Serbia, whereas you (as a natural person) own a condo in Belgrade and 20.000 EUR in your personal bank account. If your business incurs any debts, you will be liable for your personal assets – your apartment and money in your personal account.
Entrepreneurship is registered after applying the BRA, with no need to present any other type of the founding act.
The advantage of conducting business as an entrepreneur is simplicity, primarily in the establishment procedure, as well as other business operations.
Additionally, the procedure of registering an entrepreneur is significantly easier and costs less than forming an LLC.
The BRA also allows the online registration of entrepreneurs. Although it is possible to electronically establish single-member as well as multi-member LLCs, their establishment is more complicated than establishing an entrepreneurship agency.
As mentioned before, an LLC is the most common form for opening a company in Serbia.
Under the Law, LLC represents a company in which one or more entities (natural persons or legal entities) are shareholders in the company’s share capital. The minimum amount of share capital needed for the registration of the LLC is 100 dinars (less than 1 EUR).
For the founders who are willing to apply for a temporary residence and work permit based on their position and role in the company, the minimum amount is 250 EUR.
Additionally, for certain, specific business activities, a specific minimum share capital is foreseen. For example, financial leasing companies.
Each member of the company can have only one ownership stake. An ownership stake is a non-dividable whole. However, the percentage of different members can vary.
Thus, if an already existing member is increasing their equity in the company (for example, by transfer of equity), they won’t acquire more share interest in the company, but their percentage of equity in the company will increase.
For example, if you had 25% of shares in one company, and a member who is leaving the company (Shareholder A) transfers to you their 25% on the grounds of the Share Transfer Agreement, your percentage of interest in the company after the transfer will be 50%.
Generally speaking, the shareholders are not liable for the company’s obligations. More precisely, they are liable only up to the number of their stakes invested in the company. This would mean that if you invested 100 EUR, you will be liable for up to that amount. However, the members will be liable if they abuse the rules of the members’ limited liability for the company’s obligations in case they lift the corporate veil. For example, if the member misused their position in a way stipulated under the Law, the creditors are entitled to sue him. If the creditor(s) prove(s) that the member misused their position in the company, the member will not be able to hide behind the company and will be liable for the company’s obligations.
In most cases, the LLC is a company with few members and a low amount of share capital. This form of legal entity is suitable for medium and small businesses. However, many large businesses, with a developed manufacturing system and with 1000+ employees, are as well incorporated as LLCs.
Based on their share in the company, members can manage the company’s profit and decide whether they want to distribute it among themselves or not.
The company formation procedure is very similar for all business entities, having a straightforward structure. The procedure of opening a company in Serbia includes drafting the acts and preparing the necessary documentation required for the company formation, such as electronic signatures, passport copies, forms, etc.
Future company owners also need to electronically sign the founding act or engage an attorney at law to do so on their behalf, find a (virtual) office for their company, and set up a bank account.
The above-mentioned steps can be summarized as collecting the necessary documentation and drafting essential acts so that you can proceed to the next step – company registration.
Therefore, company registration before the BRA is only one of the steps in the process of establishing a company.
Regardless of your business plans on when to start operating or the aim of establishing a company, once the legal entity is registered, the obligatory legal norms apply to every Serbian legal entity.
You have guessed it – it is the obligation to tax authorities.
Therefore, in the first 15 days since registering at the BRA, the entity must submit its first tax application, known as the advanced tax application. Besides the purpose of applying and registering a new entity with the tax authorities, the point of this advance tax obligation is also to subjectively evaluate the potential profit of the company in the first year of starting a business. This evaluation is the factor that would set the company’s tax obligation for that year.
Moreover, you might have additional obligations if you register as a VAT taxpayer.
Bearing in mind that not everybody is or should be knowledgeable in the procedures before the tax authorities, soliciting an accounting company in Serbia is always recommended.
The company registration in Serbia is done in the: BRA via a one-counter registration system, which enables the company, along with registration, to receive:
- Company identification number (CIN)
- Tax identification number (TIN)
- Health insurance number, issued by the National Health Insurance Fund (NHIF)
The procedure begins by applying for registration, with the accompanying paperwork, which may be done directly in the BRA’s seat in Belgrade, in BRA’s organizational units, or via online electronic registration through the System for the centralized logging of the Serbian Business Registers Agency’s users.
Either the founder or the person authorized by the founder submits the paperwork.
It is also required for the decision on the appointment of the company’s representative and/or supervising committee to be registered in that period unless that is already incorporated as a part of the founding act.
From the moment of filing the registration request for opening a company in Serbia, the company will be established within 3 to 5 business days, based on BRA’s decision.
In general, foreigners can establish a company in Serbia under the same conditions as domestic persons.
However, there are certain specificities regarding the company formation procedure itself, when a founder is a foreign person.
For example, the founders often want to know how many times they will need to personally show up during the whole procedure of establishing a company. This is especially important for those who are not staying in Serbia.
Therefore, the fact that the presence of the founder is completely avoidable, makes the whole procedure very convenient for everyone interested to go through this quickly. Every step of the process can be completed by the person empowered by the Special Power of Attorney, even the signing of the Memorandum of Association if the person is given a Special Power of Attorney.
Moreover, depending on what is your country of origin, for the documents (such as Special Power of Attorney) from your country to be accepted for international use:
- the document has to pass the procedure of the so-called full legalization or
- the competent authority has to put an apostille stamp on the document or
- the apostille may not be required.
What obligation will exist for you, depends on the state from which the document originates.
As for the third category, in cases when the full legalization or an apostille is not necessary for international use, Serbia has signed a bilateral agreement on the mutual release of legalization of public documents (by that, for certain agreements, only some categories of public documents are released from legalization).
Serbia has concluded a bilateral agreement on the mutual release of public document legalization with the following countries: Algeria, Austria, Belgium, Belarus, BiH, Bulgaria, Czech Republic, Slovakia, France, Greece, Croatia, Italy, Iraq, Cyprus, Hungary, North Macedonia, Poland, Romania, Russian Federation, Montenegro, Ukraine, and Slovenia.
Finally, another specificity is that there are specific employer tax benefits for returnees and foreigners, which we have analyzed in detail.
Company formation in Serbia is possible from the comfort of your home thanks to the qualified electronic signature.
Back at the beginning of 2018, the BRA enabled the service of the electronic registration of entrepreneurs. Afterward, the BRA enabled the same service for single-member companies as well as multi-member LLC companies.
To incorporate a single- and a multi-member LLC electronically, you should:
- have a qualified electronic certificate (electronic signature);
- install an electronic card reader and application for electronic signing;
- have a Visa, MasterCard, or Dina payment card, to pay the fee.
Regarding the necessary documentation for the company formation in Serbia, mostly the same rules (as mentioned before) apply. However, there are some differences.
For example, the memorandum of association (MoA) that is attached to the e-application has to be in the form of an electronic document and signed with the e-signature of a member of the company or the company’s legal representative, if a domestic company is the future member of the company.
The downside of online company registration in Serbia is that currently, the application only supports the submission of an e-application for incorporation of a single-member LLC. The member can be a domestic or foreign natural person or a domestic legal entity.
In other words, it is not possible to file an e-application for the incorporation of a multi-member LLC when a foreign legal entity is one of the future members of the company.
If you want to find out more about company registration in Serbia and opening a company remotely, read our blog post.
After the BRA enacts the decision on the registration of the company, you will need to open the company’s bank account in the bank of your choice.
The list of documents that is necessary for a bank account opening in Serbia can differ depending on the bank you choose. However, in most cases, the bank will ask for the following documents:
- A BRAs decision on company registration
- An application for opening a bank account
- A form of notarized signatures of persons authorized for representation (OP form)
- A card with deposited signatures of the bank
- The identity proof of managing directors/representatives
- The bank’s additional documentation such as a request for online banking or a contract for opening an account in each currency, etc.
The procedure of opening a bank account of a company established in Serbia by a legal person is more complicated, as, in addition to the listed paperwork, requires submitting additional paperwork (Personal identification document of the ultimate beneficial owner of a legal entity, the company’s founder, in the form of an excerpt from the competent authority’s register and the founding act of the company’s founder).
If you are a natural person or legal entity, who permanently resides or is registered in a foreign country, you can be a beneficiary of a non-resident bank account in Serbia.
The term “non-resident” refers to a person whose registered center of life or business activity is not in Serbia. Therefore, it has to do with your citizenship or your company’s place of management.
You can open a non-resident bank account in Serbia in RSD (Serbian Dinar) or any other currency ( for example EUR, USD, CAD, etc.).
There are numerous benefits of having a non-resident bank account in Serbia for both natural persons and companies.
Firstly, you can use the non-resident bank account for all common transactions such as receiving payments, ordering transfers, withdrawing money, etc. You will receive a Visa or Master card, which you can use anywhere in the world.
Furthermore, it will save you time and money if you have business partners in Serbia and your cooperation requires mutual payments and investments. With a non-resident bank account, you will not have to go through the procedures of international transfers and pay large fees for the transfer.
Finally, in some cases opening a non-resident bank account might even be obligatory. For example, if your foreign company has a representative office in Serbia, a non-resident bank account of the parent company is used for the operations of a representative office.
Another possible way of doing business in Serbia is through a branch office.
A branch office of a foreign or domestic company is a separate organizational unit of that company on the territory of the Republic of Serbia through which the company conducts its business activities.
Therefore, both domestic and foreign companies can open a branch office in Serbia. Additionally, the branch does not operate in the place of the registered seat of the company, but outside, to perform activities in one or more other places (cities).
What is specific to a branch is that the prevailing business activity of the branch may (or may not) differ from the prevailing business activity of the parent company.
For example, if the prevailing activity of the parent company is computer programming, the prevailing activity of the branch may be consulting activities.
Furthermore, the representative of the branch and the representative of the parent company do not have to be the same person.
Finally, the branch office does not have the status of a legal entity, unlike the parent company. This practically means that the branch acts in the name and on behalf of the parent company, and the parent company is unlimitedly liable for the obligations of its branch towards third parties arising from the branch’s business activity.
A representative office is the parent company’s separate organizational unit that can perform preliminary and preparatory actions to conclude 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.
In other words, the representative office cannot conclude business contracts on behalf of the parent company, nor conduct business in Serbia on behalf of the parent company. The representative office has the legal capacity to conclude only legal transactions related to the ongoing operations of that representative office.
Therefore, when a foreign company must trade goods and services through its business unit in Serbia, it is more appropriate to register a branch office, because the branch has the right to trade goods and services and makes a profit from a business – unlike the representative office.
You will have to obtain a qualified electronic signature to be able to sign, submit and certify documents electronically.
To be able to take certain actions and fulfill your obligations towards state authorities, an electronic signature will be necessary for certain situations. For example, submitting financial statements during your company’s operations is only possible electronically, and for that, you need a qualified electronic signature.
Additionally, to register the Ultimate Beneficial Owner (more information below), the managing director would have to obtain a qualified electronic signature.
On the other hand, an electronic signature can facilitate your business even in situations where its application is not necessary. For example, if you are concluding a contract with your clients, signing the contract electronically will speed up the entire procedure compared to a wet ink signature. This especially applies to situations where the contracting parties are in different places, countries, and even continents.
Finally, with the new possibility of an online LLC registration, it is now possible to electronically sign the founding act (note that this convenience is not possible if the document in matter transfers the right to immovable property).
If you want to obtain a qualified electronic signature, you have to apply to one of the authorized certification authorities for issuing qualified electronic certificates in Serbia.
You will receive your electronic signature in approximately 15 business days from the date of your application. Furthermore, you will have to come in person and collect the signature.
Our short guide on using the electronic signature can help you decide which electronic certificate is the best for you and where to get it.
One of the last steps in the process of founding a company is the registration of the Ultimate Beneficial Owner (hereinafter: the UBO) which the company is obliged to register within 15 days after the company’s formation.
Namely, all registered subjects such as companies (except for public joint-stock companies), branches of foreign companies, representative offices of foreign companies, associations, foundations, and endowments are obliged to register the UBO.
As previously mentioned, to register the UBO, the Managing Director has to obtain an electronic signature from one of the Certification bodies in Serbia. Afterward, by using the electronic signature, the UBO has to be registered within the Central Records of Beneficial Owners before the BRA.
You can find out more about who is deemed as UBO and what are the consequences if you don’t fulfill this obligation in our post about Ultimate Beneficial Owners.
Today, when a lot of people are working as business nomads, the traditional form of working from business premises seems overrated and unnecessary.
The Covid-19 pandemic contributed even more to this, so many companies switched to remote work.
Why would you commit to one space? Why would you enter into new unnecessary contracts with landlords or property sellers? Your business does not require this kind of expense?
We understand that. Precisely in those cases, there is an option of registering a virtual office in Serbia, as an official and formal company seat.
The virtual office in Serbia represents the set of services that the provider of the virtual seat is offering and taking over for your company. By providing these services at the virtual address the purpose of the company seat is fulfilled.
The service of the virtual office in Serbia provides the user with the necessary seat address of the company, the possibility of occasional use of adequate office space, receiving the mail for the company, a registered phone number, and acceptance of calls with filtering and forwarding messages to the company.
Yes, you can, and this is quite usual, especially for providers of intellectual services, to whom remote work is common.
Opening a virtual office in Serbia is easy. You only need to decide where you want your office to be and choose a service provider for your virtual office.
Moreover, opening a virtual office in Serbia is very convenient for startups, entrepreneurs, and companies that provide their services online.
However, even if you do not fall under any of these categories, that doesn’t mean that you cannot opt for the virtual office address. Also, it does not matter whether you are a domestic or foreign person.
Unlike traditional office rental or purchase, where founders or managing directors are interested to check the property in person, opening a virtual office can be completely done remotely.
The truth is – it does matter.
Like every other business decision you make, choosing the location for your virtual office is important. The location of your virtual office, and your online presence, are just as important as choosing your business name, logo, etc.
Many customers will first look on the internet when looking for services and products. Therefore, you must set up online directories to help build your online presence. How else will search engines like Google, Yahoo, and Bing know when to suggest your company to your market?
Hence, you will be noticed more if you rent a virtual office in the middle of your target market.
For example, a marketing firm may benefit from a virtual office that rubs shoulders with big, well-established companies.
A virtual office in Belgrade is the right choice for you if you want to be in the center of everything.
Namely, Belgrade is the capital city of the Republic of Serbia where all the major domestic and international companies are (especially in the New Belgrade business area). Therefore, you want people to associate your business with other businesses in the area. Also, it will help your clients shape their perception of your size, stature, and credibility.
It is also good for the company’s branding to have this connection to a capital city, especially one that is a hub for big business such as Belgrade.
Novi Sad is the second-largest city in Serbia and one of the most prosperous cities in the country.
Opening a virtual office in Novi Sad might be the right choice for you if you are a small business owner or an entrepreneur.
The advantage of Novi Sad is that it offers all the benefits of a big city but with lower costs compared to Belgrade. For example, the lump sum taxation costs for entrepreneurs can be lower if they are registered in Novi Sad.
Additionally, Novi Sad is one of the largest IT centers in Serbia, so many companies in the IT industry choose Novi Sad for this reason.
Besides the simple, quick, and easy company formation procedure, there are other numerous benefits of opening a company in Serbia.
Firstly, Serbia has reasonable tax rates compared to other European countries. For example, the company income tax rate (CIT) in Serbia is 15%, while on the other hand, many European countries have almost twice as high rates, such as Portugal (31.5%), Germany (29.9%), France (29.9%), Spain (25%). 
Moreover, numerous tax incentives and exempts are prescribed under Serbian laws, promoting innovative activities and the development of the IT industry.
For example, there are some specific tax benefits for returnees and foreigners, which we have analyzed in detail.
Also, the Republic of Serbia is offering tax incentives for startups that perform innovative activities.
You can find out whether you qualify for some of these tax benefits in our blog post about taxation in Serbia.
Furthermore, the existence of the Free Customs Zones, which offer investors the ability to conduct manufacturing and service activities without the payment of customs duties and taxes, makes Serbia a perfect destination. You can choose between 15 Free Customs Zones to perform your business activities.
Serbia also offers special state incentives for investors. Namely, depending on the type of investment, the industry sector, the size of the company, the number of employees, and other factors, you can get funds for your investment in the amount of up to 50% of the justified costs of your investment.
If these reasons are not enough to persuade you to open a company in Serbia, find additional 10 more reasons for investment in Serbia in our blog.
Through work with clients, we noticed certain repetitive questions that inevitably arise when it comes to opening a company in Serbia.
Consequently, we decided to answer the most common questions asked by both natural and legal persons interested in starting their businesses and opening a company in Serbia.
No, it is not.
As previously mentioned, company registration is just one of the steps in the process of company formation in Serbia.
A company is established after the registration procedure before the BRA and the opening of a company’s corporate bank account in Serbia.
Before the registration, you will need to prepare all the documents and draft the company’s most important document – the Founding act.
The BRA’s website is transparent, and it includes detailed information on all fees.
For example, administrative company formation costs in Serbia for 2022 are the following:
- LLC 6.500 RSD (approx 55 EUR)
- ENTREPRENEUR 1.600 RSD (approx 14 EUR)
- BRANCH/REPRESENTATIVE OFFICE OF A FOREIGN COMPANY 3.100 RSD (approx 27 EUR)
- LLC ONLINE REGISTRATION 5.900 RSD (approx 50 EUR)
- Registration and publishing of the MoA 3.100 RSD (approx 27 EUR)
Besides the expenses before the BRA, there are additional costs that may arise such as costs of notarization of the documents, costs of the official translator for the documents of a foreign company that wants to be a shareholder in the Serbian company, etc.
The answer to this question depends on many different factors, such as the type of business activity you plan on performing, the number of employees you plan to hire (if any), revenue, etc.
Both options have their advantages.
The main advantage of sole entrepreneurship is the possibility of lump-sum taxation, regardless of the scope of the activity and the income you generate (up to a certain amount).
Additionally, the procedure of registering, as well as closing the entrepreneurial agency is significantly easier and costs less than forming (or closing) an LLC.
Sole entrepreneurship is adequate for small businesses and in most cases for a one-person company.
On the other hand, opening an LLC offers you many possibilities regarding the size of your company and the type of business activity you want to perform.
Also, as mentioned before, the members of the LLC are responsible for the company’s debts only up to the value of their share.
For those who want to operate quickly, the most interesting is the opportunity to buy a company that is already established and set for that purpose.
Even though this possibility is not used in its full spectrum, the chance to avoid the complex and time-consuming bureaucracy and bank procedures is a trick that you can use to your advantage. Especially in the case of nonresident founders.
The company’s name may be in a foreign language or include certain words and characters in the Latin alphabet of the English language, Arabic, or Roman numerals.
We have already given detailed, practical instructions for choosing a business name in our blog.
The company’s shares are always in RSD (Serbian dinar).
The payment of capital can be made in foreign currency, under the law governing foreign exchange operations, and the dinar counter value of shares is calculated at the median exchange rate of the National Bank of Serbia on the day of the deposit payment.
No obstacle stops you from being the company’s founder and managing director simultaneously. Moreover, this is a common practice.
Depending on what grounds you decide to apply for temporary residence in Serbia, the documentation which you will have to show at the Police Department, and later on, to the National Bureau of Employment, varies on the role you have in the company.
You can apply for temporary residence in Serbia as a founder, a company member, or a managing director, or by establishing an employment relationship or without an employment relationship, and also as an entrepreneur.