Every legal and natural person, domestic or foreign, can start a company in Serbia (LLC, etc.) or other legal entity, while every natural person can become a sole proprietor in Serbia. Many foreigners conduct company registration in Serbia without coming to Serbia, through a special power of attorney given to a lawyer. Law office Pekić prepares the necessary legal documents and represents foreign clients in a company formation procedure. The legal forms of business entities that exist in Serbia, at the time of writing this text, are general partnership (GP), limited partnership (LP), limited liability company (LLC), and joint stock company (JSC). A natural person can perform the business activity in the form of a sole proprietorship. This way of starting a company in Serbia can practically be done by exchanging e-mails and sending one paper mail, which is actually the remote company formation in Serbia. Opening a company for foreigners in Serbia is not much more complicated than the procedure in which a citizen opens a company in Serbia. The same applies to moving a company to Serbia. Therefore, foreign citizens have the same right to open a company as domestic citizens.
What is needed to register a company in Serbia remotely?
There are certain steps in which a lawyer in Serbia helps you and shows you what you need to open a company. This includes:
- drafting of a special power of attorney;
The founder of the company certifies the special power of attorney at the notary public in his country and, if necessary, confirms it with other seals. Then he or she sends the special power of attorney to Serbia by mail to a lawyer for translation by a court translator and for conducting the company formation procedure.
- drafting of the article of association of the company;
In addition to drawing up the articles of incorporation/association, the attorney with the special power of attorney also signs the article of incorporation and notarizes it at a public notary in Serbia. The lawyer does this in the name and on behalf of the client who becomes a founder and member of a legal entity that is opening in Serbia. A certified article of association is one of the essential elements that must be submitted to the Agency for Business Registers in Serbia in order to successfully open a company in Serbia. The minimum basic capital of a limited liability company is 100 RSD. This amount does not have to be paid during the procedure of opening the LLC, but it can be done within 5 years from the company registration in Serbia.
- Company registration in Serbia;
This service includes applying to the Agency for Business Registers (APR) of Serbia. The Agency for Business Registers is the competent authority within which the company registration in Serbia is conducted, where changes in the limited liability company are registered (change of directors, increase of the share capital, change of address of the headquarters, etc.), and procedure to erase a company from the register is also carried out within this authority, whereby the legal entity ceases to exist.
Also, when buying shares in an existing company, the share purchase agreement is 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.).
- 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 opening a company 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 or legal person, domestic or foreign.
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. Also, a lawyer can help you find the right person for the role of director.
- Determining the address of the company headquarters;
The address of the registered headquarters of a legal entity is a mandatory part of every act of association of the company. The seat address can also be a virtual office, which can also be secured by the corporate law attorney.
- Receiving the decision of the Agency for Business Registers on the company formation in Serbia, e.g. limited liability company (LLC);
After a maximum of 5 days from the submission of the application, the Agency issues a decision to register a company in Serbia. The lawyer, with the client’s power of attorney, receives the decision. Such a decision is proof of the existence of the company. The attorney can open the company's bank account and perform other actions.
- Submitting a request to a commercial bank to open an account of a newly established company;
The attorney may request the bank 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. In addition, the attorney takes over the debit cards of the legal entity issued by the bank and delivers them by post to the client.
Taxes in Serbia for companies
Before establishing a company, it is important to familiarize yourself with the taxes that you will be required to pay in Serbia. You can get a brief overview of taxes in Serbia on our blog.
How much does it cost to open a company in Serbia?
The price for a company formation in Serbia depends on your circumstances, but there are fixed costs. The fee for registering the company in the Agency amounts to 5,900.00 RSD, together with the registration of the publication of the article of association. Certification of the article of association by a public notary usually costs 1,080.00 RSD. If the company is registered through a special power of attorney from abroad, without coming to Serbia, you need to pay a fee for the certification of the special power of attorney in your country, and to send it and pay the postage. The special power of attorney must then be translated from English or another language in which it was written by a court translator for that language. A translation by a court translator in Serbia usually costs around 15 euros per page.
Lawyer for a company formation in Serbia
The Pekić Law Office provides legal assistance to establish a company on the territory of Belgrade, Novi Sad and other cities.
If you need legal assistance in the field of corporate law, for example, assistance with a company formation in Serbia, and you have an issue or need advice, or if you want to receive an estimate of the costs charged by our office, contact us by e-mail at [email protected] or fill out the contact form on the website or write to us in the inbox on Facebook messenger or Linkedin.