The business climate in Serbia gained significant importance in recent years, as the incorporation procedure has been simplified, alongside several improvements in the investment field for better operations on the market. Our company formation specialists in Serbia are at your disposal with any details you need in order to properly set up a company in Serbia and have a fast start on the market.
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What types of companies can you open in Serbia?
The Serbian Company Act recognizes several types of business entities. If you want to open a company in Serbia, these are the available options:
- • the private limited liability companies,
- • the joint stock companies (open or closed),
- • the general partnerships,
- • the limited partnerships,
- • branches of foreign companies.
According to this legislation, a foreign investor may establish companies and other forms of businesses. The rights of an investor in Serbia are:
- • to establish his/her own company, up to 100% ownership;
- • purchase and sell shares from an existing company, in agreement with the applicable legislation;
- • obtain a license for the exploitation of natural resources (oil, gas, water), goods in public use or perform activities of general interests, in accordance with the legal provisions;
- • obtain the approval to build, transfer or operate a facility, unit or plant, infrastructure and communication facilities.
Our experts in company formation in Serbia can give you more information about the business legislation and the rights and obligations of an investor. Here is an infographic with extra details:
How can I open a limited liability company in Serbia?
A limited liability company – D.O.O. is a company where the shareholders are fully liable for the debts and earnings and it’s based on a minimum share capital of EUR 500. It cannot have more than 50 shareholders. In case there are more shareholders (but less than a 100), for more than a year, the company must change its status into a joint stock company. Its registration is based on the Articles of Incorporation which contain information such as:
- • the name of the shareholders and their residence address in Serbia;
- • the name of the company after a name verification with the Serbian Trade Register;
- • the company’s main field of activity and the purposes in the Serbian market;
- • the minimum share capital for the company and the contribution of each shareholder.
The members’ contributions may be in cash or in services and it’s not necessary to be equal. The shares of a limited liability company in Serbia are freely transferable. Annual financial statements must be submitted by the director to the general meeting along with an authorized auditor’s report, in order to obtain the shareholders’ approval. A limited liability company in Serbia ceases to exist if the term posted in the Articles of Association has expired, if the company changes its type, after a member’s decision, bankruptcy, after an event specified in the Articles of Association, a high court decision etc.
How can I open a joint stock company in Serbia?
There are two forms of joint stock companies (A.D.) in Serbia – open or closed. This must be specified in the Articles of Association along with other information regarding the name of the owners, their nationality, the company name and the activities, the minimum share capital, and details about the shares in the firm. Also, these important documents might comprise information about the date the company will be closed if such decision was made by the owners.
A closed joint stock company is based on a share capital of EUR 10,000 and maximum 100 shareholders, unlike the open joint stock company which can have more than 100 shareholders, and which can be registered with a minimum share capital of EUR 25,000. The shares can be transferable if such information is mentioned by the Articles of Association. The dissolution causes are the same as in the case of a private limited liability company.
Depending on the chosen business structure, you can register the company and also choose accountants in Serbia. Our specialists, for example, are at your disposal with the necessary support for the registration of the company to the payment of taxes, as well as the follow-up of all financial transactions in the company. Payroll, bookkeeping, and annual financial statements are other aspects that you will benefit from if you collaborate with our experts.
Partnerships in Serbia
From the beginning, we mention that a general partnership in Serbia (O.D.) is a legal entity for which an agreement was signed between two or more persons wanting to control a business under the same name. The Articles of Association must contain the names and addresses of the members, the name of the partnership, the role of the partnership, the contribution of each member. Along with the Articles of Incorporation, a partnership agreement may be signed. The members’ contribution must be equal and they are fully and equally liable for the debts and earns.
The limited partnership (K.D.) has no minimum share capital request just like the general partnership. It’s formed by two or more partners with different liabilities and contributions. In a limited partnership, one or more partners are fully liable for the losses and profits (general partners) and the rest of the partners have limited liability based on their contributions (limited partners).
Branches in Serbia
A foreign company may open a branch in Serbia by registering a few data at the Serbian Business Register Agency. The necessary information is: a certified translation of the certificate of registration of the parent company, a financial statement from the bank, the certificate from the parent company in which it is stated that it’s fully liable for the branch’s actions, the signed decision of incorporation, the signature of the branch’s official. Also, a registration tax must be paid.
With a friendly economic environment and an advantageous tax policy, Serbia is considered one of the most appealing countries in Europe for the investors no matter the type of company that is chosen. Our team of company formation agents in Serbia can assist you in establishing any type of business, depending on your interests.
Establish a subsidiary in Serbia
If a foreign company decides on a business in Serbia, a subsidiary might be the proper business solution. A subsidiary in Serbia runs under the rules of a limited liability company, and the registration procedure starts once the parent company provides a declaration of intention for opening such entity, alongside with the Memorandum and the Articles of Association to the Business Registers Agency in Serbia. We are at your disposal with complete information about how subsidiaries can be established in Serbia and the requirements in this sense. Also, we can help you register the company for VAT.
The activity of a Serbian company
The business legislation provides that a company can be established in Serbia for a definite or indefinite period of time. Its duration is stipulated within the Articles of Association. A company can perform any economic activities which are not prohibited by the law, regardless of their definition in the Articles of Association. The registration of a Serbian company is done with a special authority and it is conditioned by approval and consent. The Serbian Business Register Agency is the authority where the registration documents of a newly formed company are submitted. The founders of a company are responsible for the company in accordance with business legislation. They choose the name and seat of the company and decide on the type of management. The company name should contain the legal form and the place where the head office of the company is located.
The legal aspects for starting a company in Serbia
Opening a company in Serbia is subject to the provisions of the Company Law in Serbia and to the legal requirements in this sense. A safe work environment, plus arranging the necessary equipment for the staff in the firm are among the conditions and obligations of a company in Serbia. The same Company Act mentions that most of the activities in Serbia can be established as soon as all the licenses and permits are obtained from the entitled authorities. Observing the business rules in Serbia as a foreign investor is required when deciding for company formation in this state, and broad assistance can be offered by our team of company incorporation representatives in Serbia.
Shelf companies in Serbia
Shelf companies or ready-made companies are at the disposal of foreign investors looking to start a business in Serbia without having to go throughout the entire registration formalities. Such companies are formed and kept on a shelf until they age and until investors decide to purchase them. Because they have no operations on the market, ready-made companies have no debts or liability, and therefore, trustworthy in the case the owner wants to access bank credits for further investments at a certain point. As for the ownership transfer of a shelf company in Serbia, this can be ready within one working day because the business is already registered and there is no need to wait for approvals or incorporation with the Trade Register.
If you are a foreign businessman who is interested in accessing the market in a fast manner, we suggest you talk to our specialists and find out more details about how you can acquire a ready-made company in Serbia.
Accounting services for companies in Serbia
Regardless of the type of company you have registered in Serbia (LLCs, joint stock companies, etc.), it is mandatory to have an accounting department or better yet, to hire the services of an accounting firm. Payroll, bookkeeping, VAT registration and fillings, accounts record and tax minimization methods, if it is the case, are a few of the mandatory accounting matters in a firm in Serbia. We mention that our team of advisors can handle all sorts of accounting matters like VAT returns, assistance with the tax structures in Serbia, plus payroll services and tax consulting and compliance at the time you decide for business in Serbia.
Company reorganization and association
A Serbian company can be reorganized at any time deemed appropriate by its owners/founders. The reorganization includes the change of the legal form of organization, of the status (merger, acquisition, division, and separation) and if it is the case of a company liquidation in Serbia. Companies in Serbia can also become associates, by means of the participation in basic capital or partners’ share, by agreement and by contracts and share in the capital as combined associated ventures. Associated companies in Serbia are recognized as a concern, holding company and mutual participation in capital.
How can a company be liquidated in Serbia?
For varied reasons, a company can be closed in Serbia, in agreement with the Law on Business Companies, and the Commercial code in this country and only based on the decision of the shareholders of the firm. In this matter, voluntary liquidation is suggested, in agreement with a legal advisor who can explain the related terms and conditions.
For more details about the company types in this country, you can contact our experts in company formation in Serbia.