Company Formation Serbia
Updated on Tuesday 26th October 2021
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BridgeWest provides company formation in Serbia. Our assistance includes the services mentioned in the following section, but you should know that our specialists can also provide offshore company incorporation services, for those who are interested in starting a business in an offshore jurisdiction.
We can help in drafting the Articles of Association (necessary for the process of company formation in Serbia) - the Articles of Association of the Serbian company can be signed through Power of Attorney (the same applies to Public Notary proceedings, a step required by the Serbian Law).
Our team can prepare the drafting of all other documents required for the incorporation of the Serbian company - these documents include: specimen signatures, special forms provided by the Company Registration Office in Serbia, passport copies etc. We can also assist in arranging Public Notary procedures (the procedures for incorporating a company in Serbia have to be done through a Serbian Public Notary).
Our consultants can assist in offering a registered office in Serbia for your company (if required) - the registered office may be any address where the Serbian company declares to have its headquarters. The registered office will be public. Investors can be represented in setting up a bank account for your Serbian company. This includes the initial minimum share capital account, but also the corporate bank account, that is used only after the company has finished the incorporation procedure.
You can also rely on us for recommending an accountant in Serbia - accountancy services are recommended for any new business registration in Serbia. Our Serbian company formation agents can provide assistance for the formation of the company types prescribed by the national law. In the section below, you can find information on the main legal entities available for incorporation.
The Serbian joint stock company (a.d.)
A joint stock company in Serbia is founded by one or more legal or physical persons known as shareholders, having a joint purpose of developing business at a large scale. The initial capital of a company opened in Serbia is determined by shares that can be monetary or non-monetary. The Serbian joint stock company is fully liable for with its entire property for its obligations and debts.
The Serbian limited liability company (d.o.o.)
A Serbian limited liability company is founded by a minimum of one natural or legal person, and a maximum of 50, who work together under the same name for the same purpose, of growing their business. The Serbian LLC is required to submit the minimum share capital, but you must know that the capital requirements are very low. The same applies for those interested in offshore incorporation, as in most of the cases the law of such jurisdictions will not impose a minimum share capital.
The shareholders are liable to the company's obligations, only to the extent of their contributions, which can take any form, except physical labor. Another characteristic is that the shares of the company can be easily transferred between the company’s shareholders. Our team of consultants in company formation in Serbia have prepared a short presentation on the characteristics of the limited liability company:
- the minimum share capital for a Serbian limited liability company is of $1 (this accounts for RSD 100, in the Serbian currency);
- the company must selected a set of business activities or a basic business activity, that will be taken from the Regulation on Classification of Activities (Gazette no. 54/2010);
- the set of documents that have to be submitted with the local authorities have to be sent in a period of maximum 15 days since the founding document was signed and notarized, in order for the procedure of company formation in Serbia to be completed;
- there is the possibility to submit the documents after the 15 days have passed, but in this case, the founders of the company will have to pay an additional fee, of RSD 6,000;
- please mind that the company’s founding document must be registered and published and this procedure will imply the payment of another fee, of RSD 1,000.
Please mind that standard procedure for company formation in Serbia requires investors to set up a corporate bank account, in which the capital will be deposited, but which will also be used for company’s financial operations. The same requirement is applicable to offshore jurisdictions, where one needs to set up an offshore bank account.
What does the Founding Act of an LLC in Serbia contain?
The possibility of opening a company in Serbia as an LLC is bound by a set of conditions that have to be met by all investors, regardless if they are Serbian or foreigners. Amongst many other conditions, one of them is to have a viable Founding Act, which represents the statutory document of the Serbian LLC.
The Founding Act contains information on the shareholders, shareholding structure, the rights and the obligations of the founders, the activities developed by the company, the manner in which shares can be transferred amongst shareholders and numerous other legal aspects that are related to the management and the activity of the company. In the following list, you can discover few of the main provisions that have to be included in this document:
- basic data regarding the founders of the company (name, address);
- the trading name that was selected and approved prior by the local registration institutions;
- the headquarters of the company – all companies in Serbia need an official business address, as it is the case for businesses that gained legal personality in the process of offshore incorporation;
- the types of activities that will be carried out by the company;
- the company’s minimum share capital, in the amount mentioned above (in some cases, the Serbian law may require a larger capital for certain business operations);
- the capital share owned by each shareholder, expressed as a percentage;
- the governing system of the company and other management matters.
What is the Serbian tax system?
One of the main concerns of foreign businessmen when choosing a foreign jurisdiction for developing their operations is the taxation system. This is also an important matter when deciding to open a company in Serbia, besides other matters, such as the business opportunities available in the business sector of interest, infrastructure aspects, incentives and others. According to the Development Agency of Serbia, the country applies the following taxes:
- the corporate income tax is charged at the standard rate of 15%, regardless of the company type selected;
- the withholding tax is also imposed at a uniform rate, of 20%, for the taxation of royalties, interest and others;
- the taxation of salaries is done through the personal income tax system, and it is applied at a rate of 10%;
- the basic VAT charged to local businesses is applied at a rate of 20%;
- however, certain goods and services can benefit from a lower VAT rate, of 10%.
One can also register the Serbian branch, subsidiary or representative office - any foreign company is able to set up branch entities in Serbia. These can be set up as separate entities from the parent company (Serbian companies having the foreign company as shareholder) or extensions of the parent-company in Serbia. BridgeWest is also able to offer ready-made Serbian companies and VAT registration. Please contact us for more information regarding how to open a company in Serbia and prices.