For many foreigners looking to do business in Serbia, the main question is whether it’s possible to handle the company formation in Serbia entirely from abroad, how complex the legal steps are, and whether they enjoy the same rights as Serbian citizens.
The good news is - you do. Foreign citizens can establish and own companies in Serbia under the same conditions as domestic citizens, and in fact, it's quite a straightforward process.
Whether you want to establish a limited liability company (LLC), joint stock company (JSC), partnership, or register as a sole proprietor, the procedure can be handled efficiently through a special power of attorney granted to a lawyer.
At Law Office Pekić, we guide clients through every stage of the company formation in Belgrade and the rest of Serbia - from preparing the required legal documents to representing them before the Business Registers Agency.
In most cases, the entire procedure can be completed by email and one postal delivery, making it simple, fast, and legally secure.
Here's all you need to know:
1. What Is Needed for Company Formation in Serbia Remotely?
The procedure of company formation in Serbia involves several steps in which a lawyer provides assistance and ensures that all requirements for opening a company are met.
This includes:
1. Choosing the Type of Company in Serbia
Before starting the company formation in Serbia, it’s essential to decide which type of legal entity best fits your business needs.
Serbia offers several options, each with different liability structures, management requirements, and registration processes:
• General Partnership (GP) – This company consists of two or more partners who share unlimited liability for the company’s obligations. Profits are usually distributed equally, and each partner can act on behalf of the company. New partners can join after incorporation, taking on the same responsibilities as existing partners.
• Limited Partnership (LP) – A limited partnership has at least one general partner with unlimited liability and one or more limited partners whose liability is restricted to their contributions. General partners manage and represent the company, while limited partners can only intervene in extraordinary decisions. Limited partners may also be granted a procuration to act on the company’s behalf.
• Joint Stock Company (JSC) – Shareholders of a JSC are generally not personally liable for the company’s obligations. The company is managed either by a General Meeting and directors or by a General Meeting, Supervisory Board, and executive directors. JSCs require a minimum share capital of RSD 3,000,000 and are suited for larger businesses with multiple investors.
• Limited Liability Company (LLC) – Members are not personally liable, and the minimum initial capital is only RSD 100. LLCs in Serbia are popular due to low capital requirements and flexible management structures, including a General Meeting and one or more directors, with an optional Supervisory Board.
Sole Proprietorship is also an option ideal for individuals, as sole proprietors are fully liable for all business obligations. Registration is simple, requiring only a personal ID, and the fee is lower than for other company types.
2. Choosing the Business Name For Your Company in Serbia
Selecting a business name is one of the most important steps in company formation in Serbia, as it's an important element of your brand identity and market recognition.
When choosing a name, it must comply with the Law on Companies and the Law on the Procedure of Registration with the Serbian Business Registers Agency.
The registered name of a company must include three elements:
• the company name itself,
• the legal form (e.g., LLC, JSC), and
• the address of the company’s headquarters.
This combination ensures your company is legally identifiable and distinct from other entities.
It is important to note that your chosen name cannot be identical or confusingly similar to another company’s name in Serbia. BRA evaluates similarity not just by letters, but also considering the predominant business activity and location of the entity.
A lawyer can help you conduct thorough research before registration to make sure that your desired name is distinctive, legally compliant, and protected from potential disputes.
3. Choosing the (Code of the) Main Business Activity
Throughout this process, you'll also need to select the main business activity of your company, and this makes for a mandatory part of company formation in Serbia.
This activity is recorded in the company’s Articles of Incorporation (Founding Act) and must include both a description and the corresponding activity code.
The main business activity, also called the core or dominant activity, represents the primary type of work your company will carry out to generate profit. While Serbian law requires you to register a single primary activity, your company can also perform additional activities without restrictions, unless limited by law.
If over time one of the additional activities becomes the primary source of revenue, it must be updated as the core activity in your company’s Memorandum of Association. This makes sure that your company’s official records accurately reflect its predominant business focus.
A corporate law attorney can guide you in selecting the correct activity code, help draft the Articles of Incorporation accordingly, and advise on registering multiple activities while staying compliant with Serbian regulations.
4. Drafting Of A Special Power Of Attorney
The next step for foreigners conducting company formation in Serbia from abroad is drafting of a special power of attorney, followed (where applicable) by legalization of this document.
The document is then mailed to a lawyer in Serbia for certified translation and completion of the company formation procedure.
5. Drafting Of The Memorandum Of Association Of The Company
After drafting a special power of attorney, a foreigner and their attorney will need to draft the Memorandum of Association of the company, which typically contains information such as:
• Company name and registered seat (address)
• Business activity (and corresponding code)
• Names and addresses of founders
• Amount of initial capital and each founder’s contribution
• Management structure and names of directors
• Duration of the company (if limited)
• Rules on distribution of profit and loss
• Any other provisions agreed between founders
Then, if the company formation is conducted remotely, the attorney acting under the special power of attorney signs and notarizes the document at a public notary in Serbia on behalf of the client.
This step formally establishes the client as a founder and member of the legal entity being registered.
Please note that a certified Article of Association is a mandatory document that must be submitted to the Agency for Business Registers (APR) to successfully complete the company formation in Serbia.
Also, should you opt for an LLC, you don't need to pay the minimum share capital immediately during the registration process; it can be contributed anytime within five years after the company is officially registered.
6. Company Registration In Serbia
Company registration in Serbia is carried out by submitting an application to the Agency for Business Registers (APR), the competent authority responsible for registering changes in a limited liability company (such as changes of directors, increases in share capital, or changes of the company’s headquarters) and for handling the deletion of a company from the register, at which point the legal entity ceases to exist.
The process of company registration in Serbia also applies when buying shares in an existing company, as the share purchase agreement must be registered with the Agency, whereby the buyer becomes the new owner of the company (LLC).
The special power of attorney generally contains (but does not have to) the provision that the attorney at law represents the founder of the LLC at the general meeting of the company, which means that the lawyer can independently decide on the matters regarding the LLC - to change the information about the company (change of registered office address, increase of share capital, etc.).
Since May 2023, the provision of the Law on the Registration Procedure at the Business Registers Agency has been in force, and from this date it is no longer allowed to submit a paper application for the establishment of a company in Serbia, but the application can only be submitted electronically via a special user application.
7. Appointment Of The CEO Of The Company
The CEO of the limited liability company is the legal representative of the company, who, in the name and on behalf of the company, signs documents and negotiates deals, whereby the company acquires rights and obligations.
When conducting company formation in Serbia, it is mandatory to appoint a minimum of one CEO, who can be changed, and other CEOs/directors can be added so that the company has more than one director. The director can be any natural person, a Serbian citizen or a foreigner, or a legal person, registered in Serbia.
A corporate law attorney always recommends the appointment of a director who lives in the Republic of Serbia in order to solve potential administrative problems.
8. Determining The Address Of The Company Headquarters
Every company registered in Serbia needs a headquarters address, which is a required part of the Articles of Association.
This can be a physical office or a virtual one, and a corporate lawyer can help you set it up correctly as part of company formation in Serbia.
9. Receiving The Decision Of The Agency For Business Registers On The Company Formation In Serbia, E.G. Limited Liability Company (LLC);
Within a maximum of five working days after submitting the application, the Agency for Business Registers issues the official decision confirming the registration of the company in Serbia. Using the client’s power of attorney, the lawyer receives this decision, which serves as proof that the company legally exists.
The attorney can then assist with opening the company’s bank account and handling other necessary formalities as part of company formation in Serbia.
10. Submitting A Request To A Commercial Bank To Open An Account Of A Newly Established Company
The attorney may request the bank to open an account of a newly established company, as well as to enable the use of electronic and mobile banking services, so that the client would be able to directly dispose of the funds in the account of the legal entity.
11. Recording Of Beneficial Owner Data
The final step in company formation in Serbia is recording the beneficial owner data in the Central Records of Beneficial Owners.
Every legal entity must complete this within 15 days of establishment, or it may face fines.
An authorized person of the Registered Entity (e.g., the legal representative of a limited liability company) must sign the request for recording with a qualified electronic certificate, which, as of the date of writing, can only be collected in person in Serbia.
If the recording is not performed, the Business Registers Agency may file a request for the initiation of misdemeanor proceedings.
2. Taxes That Accompany Company Formation in Serbia
Before starting the process of company formation in Serbia, it’s important to understand the taxes you may be required to pay.
For a more detailed overview of the different taxes that apply to companies in Serbia, read this blog.
3. Company Registration In Serbia Cost
The cost of company registration in Serbia depends on your specific circumstances, although there are some fixed fees.
The registration fee at the Serbian Business Registers Agency amounts to 6,150 RSD, which includes the publication of the company’s Articles of Association. The certification of the signatures on the Articles of Association by a public notary typically costs around 1,080 RSD.
If the company is registered through a special power of attorney from abroad, without the founder coming to Serbia, you will also need to cover the cost of legalization of that document in your country, as well as mailing expenses. The special power of attorney must then be translated by a certified court translator in Serbia. The average cost of such translation is approximately €15 per page.
4. Is It Possible To Get Serbia Residency Through Company Formation in Serbia?
Yes, it is possible, but there are important nuances to understand. Serbian residency through company formation is obtained via the unified license, which combines a temporary residence permit and a work permit.
In other words, being a founder or shareholder of a Serbian company can serve as the legal basis for serbia residence permit by company formation.
5. When to Open a Branch Office in Serbia
A branch office is a separate organizational unit of a foreign company that conducts business in Serbia on behalf of the parent company. It as a best solution when a foreign company actually wants to conduct business in Serbia, i.e. sell products or services, sign contracts, issue invoices, and generate profit.
However, keep in mind that a branch office is not a separate legal entity, meaning the parent company bears unlimited liability for all obligations of its branch.
It’s also subject to local accounting and tax rules (including VAT registration once turnover exceeds RSD 8 million).
6. When to Open a Representative Office in Serbia
Unlike a branch office, a representative office in Serbia is a unit of a foreign company limited to preliminary and preparatory activities, without the ability to directly trade or generate profit in Serbia (i.e. market research, networking, promotion, coordination, etc.)
In other words, it cannot sell goods or services or issue invoices in Serbia, nor can it have its own bank account.
But the goods new is that it doesn't have to submit annual financial reports and is considered a non-resident for tax and accounting purposes.
Lawyer For A Company Formation In Belgrade and Across Serbia
The Pekić Law Office deals with matters in corporate law, including topics related to company formation in Belgrade and across Serbia.
