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Establishing a company in Serbia procedure

For Establishing a company in Serbia we will cover the procedure for a limited liability company (d.o.o.). The minimal base capital of the company is 100 RSD (less than 1 EUR) however, the costs of establishing a company are usually at circa 100- 200 EUR and includes the: administrative fees, notary fees, costs / part of the costs of certified translation of documentation, plus legal fees for making the documentation and conducting the procedure of Establishing a company.

DESCRIPTION OF INITIAL ACTIVITIES:

  1. INCORPORATION

Information / documents that Shareholder(s) must provide for the purposes of the incorporation are:

  1. Shareholder(s) of the Company (for natural persons- photocopy of passport, for legal entities, trade registry excerpt in original),
  2. Company’s name (name must be reserved before incorporation, since company cannot have name which is already taken or is similar to other existing name, thus providing several different options for the name with small variants is suggested),
  3. Address of Company’s seat in Serbia;
  4. Electronic address of the company to be registered,
  5. Company’s base capital, min. is DIN 100,00 (less than 1,00 euro) for limited liability company, (any higher amount can be put, but base capital cannot be returned to shareholders).
  6. Shareholders’ agreement on the value of in-kind contributions (if any),
  7. Company’s core business activity,
  8. Data on Company’s representatives (copies of passports) and limitations (if any) of their authorities (limitation of co-signature is registered, other limitations not),
  9. Power of attorney for lawyer (notarization and apostil needed), template to be drafted and provided by lawyer.

After been provided with all above information, the future name at the Business Register in Serbia will be reserved. Also, drafts the Articles of Incorporation, Power of Attorney, and the OP forms (for signature depositing) will be provided. The latter two have to be notarized and if notarisation is not in Serbia, then must contain the apostil also. Please note that all documents must not be older than three months.

The incorporation process includes the following:

  1. reservation of the business name for the company in front of the Serbian Business Register,
  2. drafting, approving, and notarization of the Articles of Association (AoA) in front of the Serbian notary,
  3. incorporation / registration of the company in front of the Serbian Business Register,
  4. opening of the bank account in front of the selected bank in Serbia,
  5. registration of the payment of the New Co’s share capital in front of the Serbian commercial registry.


2.
BANK ACCOUNTS OPENING 

2.1. In the light of Serbian regulations related to money laundry, for purposes of bank account opening in a Serbian bank – the following set of documentation is required in order to prove entire ownership structure of all companies in ownership chain until natural persons are reached as beneficial owners, whose photocopy of passport has to be submitted as well as data on the residence address.

This means that for each foreign legal entity (non-resident) in the chain of owners must be submitted:

a) Excerpts from the official public registers from the countries of origin, which may not be older than three months at its submission to the bank, and should be certified by a Public Notary with Apostil translated into the Serbian language by the official sworn-at-court interpreter;

b) If it is not possible to obtain all the data on the beneficial owner of the legal entity in ownership chain from the official public register, the missing data shall be obtained by inspecting the original or certified copy of a Statutory document (Memorandum of association and/or Articles of incorporation and/or Certificate of Incorporation/Registration and/or Certificate of Good Standing,..) and other business documentation (Minutes of BoD,….) certified by a Public Notary with Apostil and translated into the Serbian language by the official Sworn-at-court interpreter;

c) If, for objective reasons, the data cannot be obtained within above documents (meaning, above documents do not contain data on owners), only than a written statement given by a legal representative might suffice.

2.2. If the shares of a foreign legal entity in the ownership chain are listed on a stock exchange recognized by the bank, than it is requested the excerpt from the company’s register accompanied by one of the following documents:

– If it is not possible to obtain data from the official stock exchange website, it is necessary that the customer submits a certified certificate from the relevant stock exchange (with Apostil, not older than three months, translated into Serbian).

In regard to necessary documentation, please be informed that all foreign documentation has to be notarized and apostiled (with authorized translation in Serbian language), and not older than 3 months before the date of submission to the bank.

In conclusion, entire ownership chain has to be presented to the bank until natural persons are reached as final owners, whose photocopy of passport must to be submitted. All documentation outside Serbia has to be in original or in certified photocopy, notarized and apostilled (with official translation into Serbian). All documentation must not be older than 3 months at the date of submission to the bank.


3. QUALIFIED ELECTRONIC CERTIFICATE (being the precondition for registration of beneficial owners)

Once the incorporation procedure is completed, the registered representative is obliged to obtain a qualified electronic certificate (“Certificate”), necessary for the process of registration of the beneficial owners, as well as the submitting of annual financial reports. Lawyer prepares the necessary documentation and submits an application for providing the Certificate. Please note that personal presence of the representative is needed once (at the time of picking-up of the Certificate).


4. REGISTRATION OF BENEFICIAL OWNER

For newly incorporated company there is obligation to register the beneficial owner in the central electronic register of Republic of Serbia. In addition, LLC is required to keep documentation proving the beneficial owners in hard-copy and make them available to any authority, upon their request. Please note that the documentation is the same as requested for bank accounts. This coordination and assistance is included in the offer and depends upon providing all necessary documentation/information as under 2 and 3  above.


5. FILING DOCUMENTATION TO COMPETENT STATE ARCHIVE

There is deadline of 30 days to inform the competent Archive on establishing a company and to file for approval for the documents prescribed by law.


6. ACCOUNTING AND PROCEDURE WITH TAX AUTHORITY

A newly established company in Serbia will conclude a contract with an agency for book-keeping services as soon as possible after the incorporation (there is a 15-day deadline for submitting the relevant tax applications and documentation to tax authority), as it is possible that tax authorities start with their audits/controls almost immediately upon incorporation of the company. Also, for the purposes of tax administration the company must have previously opened accounts in bank which must be stated in initial tax application.

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