COMPANY REGISTRATION IN SERBIA
Setting up a company in Serbia and its registration in the BRA is the first and most important step if you have decided to start your own business. Before you start the procedure, you have to know the legal form of your company. This means that the procedure depends on whether you want to set up a LLC or you are going to register in the business register as an entrepreneur. HLB T&M Consulting is a specialised agency that offers accounting services and it can help you with setting up a company in Serbia.
Even though setting up a company in our country goes relatively fast, there is no general or quick and simple answer on how to set up a company. Company registration is followed by several procedures and activities which are co-related. In continuance you can read a detailed guide through setting up a company and which activities you have to take during this procedure.
1.THE LEGAL FORMS OF BUSINESS ENTITIES IN SERBIA
In the beginning, we mentioned that the first step is to choose the legal form for the registration of your company or legal person. Besides an entrepreneur, there are legal forms of companies.
According to the Companies law of the Republic of Serbia, there are several types of organising legal persons (legal forms of business entities). Those are
- An entrepreneur
- A limited liability company
- A partnership company
- A limited partnership company
- A joint-stock company
Additional legal forms are as following:
- A branch office of domestic legal entity
- A branch office of foreign legal entity
- Representative office of foreign legal entity
These types of companies differ and in continuance, we will describe the basic characteristics of all legal persons we named. We will show you the differences so that you can set up a company that complies with your business needs.
Annotations: The Companies law of the Republic of Serbia does not recognise the term 'firm', even though this accredited term is used in everyday conversation. We will use it form time to time to simplify the text.
1.1 AN ENTREPRENEUR
An entrepreneur is a physical person registered in the Business register agency for performing activities. The entrepreneur is registered as a form of the company by one physical person and it is set up to perform a business activity to make a profit (or gain)
Every unemployed person can be registered as the entrepreneur. Besides that, a person who has signed a labour contract can be registered as the entrepreneur ( the employed persons). In that case, it is set up as the entrepreneur from labour relation. For all the commitments or damage made, the entrepreneur answers with his personal property
1.2. A LIMITED LIABILITY COMPANY
A limited liability company is a type of company which can have one or more founders and in which every member has a share in the share capital of that company. The share capital of the LLC is the sum of all the shares brought by the founders (money and non-money share) The height of share brought by founders and member does not have to be the same, but it can differ.
The founders of the LLC own a share in the share capital of the company. This means that only one member of the LLC can be the owner of share, but there also can be more than one owner of the share in the share company. The minimal amount of share capital is 100 dinars.
The members of the LLC are responsible for the company's commitment only in the height of their share or to the height of paid or brought share. They are not responsible for the commitment with their property, but they bear risk proportional to their share. Besides that, the members of the LLC can exercise their rights in the company, also proportional to their share (voting right, sharing profit). If it comes to abuse or damage by one or more members of the company, then they become responsible.
1.3. A PARTNERSHIP COMPANY
A partnership company is a legal entity set up by one or more members, which are known as partners. This type of company is set up to perform certain activities under one name to make a profit. Both physical or legal persons can be partners.
Share capital is made out of the property which is formed from the partners' share and can be in money, things or rights. The partners or the founders of the partnership company make all the business decisions together and answer with their property for all the company's commitments.
1.4. A LIMITED PARTNERSHIP COMPANY
A limited partnership company is a type of company set up by at least two founders – a general and a limited partner. It is set up for performing activities under one business name to make a profit.
The limited partnership company must have at least one general and one limited partner. The general partner is the founder who answers for the commitments of the company absolutely and with his whole property. The limited partner is the second founder who answers for the commitments of the company proportionally with his share (and not with his personal property). Besides that, legal persons answer with their property for all the commitments of the company.
1.5. A JOINT-STOCK COMPANY
A joint-stock company is a type of company or legal person whose share capital consists of stocks. The share capital is established and divided into the stock of nominal value so that the sum of all the stocks represents the value of share capital.
The joint-stock company or JSC is set up by joining one or more founders. It is founded to perform activities and can be set up by a physical or a legal person, or domestic or foreign citizens. Before the joint-stock company is registered, the shareholders who set up the company must pay or bring their shares in the amount of 25% of share capital. The smallest value of the share capital of the joint-stock company can not less than 3 000 000 dinars.
1.6. A BRANCH OFFICE OF A DOMESTIC LEGAL ENTITY
A branch office of a legal entity represents the separate organisational part of a domestic company on the territory of the Republic of Serbia through which it leads its business. The branch office is not considered a legal entity. The branch office does not do business in the city as the main office, but out of it and to practice business in one or more other places (cities).
In legal transactions, it represents the name and account of the legal entity that established the branch office. For all the commitments of the branch office made towards the third person during business activities answers the founder company (the company which established that branch office)
1.7. A BRANCH OFFICE OF A FOREIGN LEGAL ENTITY IN SERBIA
A branch office of a legal entity represents the separate organisational part of a foreign company through which it does its business in the Republic of Serbia and by the Law. It has its registered core activity, but can also practice other legally permitted activities. The core activity of the branch office and the founder does not have to the same, but it can differ.
The branch office can have its legal representative. The branch office does not have the status of the legal entity in Serbia, but practices activities and forwards in the name and the account of the founders. The founder of the branch office is a company that is responsible and directs the branch’s business. The foreign company, as founders, is responsible for all the commitments made during the business. When it comes to taxes, the branch office is considered as a domestic tax resident.
1.8. A REPRESENTATIVE OFFICE OF A FOREIGN LEGAL ENTITY
The representative office of the foreign legal entity in Serbia represents the separate organizational part of that foreign company in Serbia, which can deal with previous and preparational actions for concluding the legal business of that company. The subsidiary is not considered as a legal entity, does not do business as the founder, but to do the business it must be registered in the Business register.
There are restrictions on the subsidiary's work and that is that it can do the regular activity of the foreign company. This means that it can not place or sell goods on the market, or offer its services in the domestic market. The subsidiary can only conclude businesses that are connected with their current business.
2. WHAT IS NECESSARY TO SET UP A COMPANY IN SERBIA
The procedure for registering an entrepreneur and setting up the LLC in Serbia is not the same, because the documents are different. When it comes to the entrepreneur's registration in the BRA, the procedure is very simple, because the entrepreneur is a physical person registered to perform activities. Setting up the LLC demands a more complex procedure and asks for more documents. A physical person also differs because the LLC can have one or more members.
When you want to set up your company, the registration starts with signing in the business register and submitting the application on legal form of the BRA. The deadline for deciding whether the application will be accepted or not is at most 5 working days, starting from the date when the documents were accepted in the Register. If all the conditions are met, the Decision of set up is issued or Act and Decision that the application is accepted and after that, the same is published on the BRA official web-site.
If there are any faults or it was not filled right, the BRA brings the solution with which they refuse the application. In that case, it is not possible to add more documents, but the procedure must be repeated which is re-charged. HLB T&M Consulting can help you and meet you halfway with registering your company without all the turmoils and mistakes, and quickly help you to register your company.
It is possible to register a company in Serbia, even if you are a foreign citizen, which means that the LLC can be set up by foreign citizens.
HLB T&M Consulting agency provides services of getting work and residence permits for foreign citizens as well as complete help with the procedure of setting up a company in Serbia.
3. THE STEPS BEFORE FORMATION OF A COMPANY IN BELGRADE
Before you register your company, there are other business decisions that you have to make and which influence on your future business. It is important to decide about your core activity where will you register the company's main office, will you pay the WAT, the number of employees, how to choose the accountant and so on.
3.1.CHOOSING THE COMPANY'S NAME
Every business name of the company must contain basic elements. The business name must contain the name of the company, its legal form and the place where the main office of the company is registered. Besides that, the business name must contain other elements in accordance with the Law.
When you choose the business name for your company then it is important to follow guidelines, all the law rules and boundaries. It is recommended that you, before sending the set up application, check on the BRA website if the name of the company is available and if it is, that you reserve the name in advance.
HLB T&M Consulting accounting agency can offer you a wide spectre of legal services and advise you on how to choose a proper business name.
3.2. HOW TO SELECT CODE OF ACTIVITY OF A COMPANY
All the legal persons and business entities are obliged to choose their activity code (that activity they will mainly do). This implies commitment that when you apply to set up a company, you have to choose and write down the core activity of the company or the most important activity of the company.
The activity code that you choose is known as the core activity (leading or dominant activity). These are the jobs that a firm will mostly do to gain profit. There are additional activities and those are other jobs done by a legal person. (if there are no legal restrains).
MORE SIMILAR ARTICLES: GUIDE TO SELECT CODE OF ACTIVITY OF NEWLY ESTABLISHED COMPANY IN SERBIA >>
The activity code is also important when registering turnover through the fiscal cash register. Certain activities are done without fiscal cash registers.
If the additional activity becomes a dominant one, then it has to be changed into the core activity. For the LLC this means the change of memorandum of association.
3.3. THE PREPARATION OF THE MEMORANDUM OF ASSOCIATION
The set up of the LLC company in Serbia starts with issuing the Memorandum of association. The Memorandum of association is a company's general legal act created by one or more founders of the company. All the questions related to business, management, questions from the business relation and other important questions are defined in this legal act. The Memorandum of association must be certified at the notary.
Depending on the fact whether the LLC has one or more founders, the Memorandum of association is issued in the form of a decision or a set up contract. For a one-member company, the Memorandum act is called the Decision, and for more members, the Memorandum act is called the set up contract
The Memorandum of association must contain these data:
- The data about the members of the company
- The name and the main office of the company
- The activity code,
- The total amount of share capital
- The value of money share and the description of non-money share for every member
- The time of payment of money share or bringing non-money share
- The individual share of every member in the total share capital
- The organs of the LLC and their jurisdictions
- Authorisations for persons who represent the company
- Length and termination of business of the LLC
- Other questions
If you need professional help with creating and writing the Memorandum of association, we recommend you to address to a professional accounting agency. We can help you to write the Memorandum of association and help you speed up the whole procedure around setting up the company.
3.4. REGSITERED ADRESS OF FIRM IN SERBIA – A VIRTUAL OFFICE
A virtual office represents a modern and very efficient business concept, which can save a significant amount of money when it comes to the rent and additional expenses for business premises.
Instead of renting the business premises, it is possible to rent the virtual office and register the company's main office, regardless of the place where the activities are performed. This very efficient model for smaller and new companies which offer services. For them, it is better to rent the virtual office instead of business premises on an exclusive and expensive location.
The virtual offices are not just rented to register the main office, but also for receiving mail, giving administrative support to the firms, picking up the phone and so on. These offices are very flexible and give additional possibilities for the firms to successfully do their activities regardless of the place where the main office is registered.
If your business is not connected to a certain location and you wish to have the main office in the centre of Belgrade, HLB T&M Consulting agency offers you a solution.
4. THE PROCESS OF COMPANY'S FORMATION IN SERBIA
From 2018, on the Business register agency's website, there is a possibility of electronic registration of the entrepreneurs. Also, it is possible to set up the LLC online, or electronic set up of the LLC (electronic set up of one-member or multi-member limited liability company)
To successfully register through the site of the business register, the person who applies must have
- an electronic signature
- An installed reader of electronic cards and installed application for electronic signing
- Visa, Master Card or Dina pay card
The electronic application must be submitted by a future entrepreneur or physical person, as well as the person he authorises. The electronic application for setting up a LLC can be submitted by a future member of that company, a physical person, but also a person authorised for signing by a future member of the company.
4.1. AN ENTREPRENEUR'S REGISTRATION
To set up an entrepreneur in the business registers agency you have to submit these documents:
- Filled registrational application of setting up the entrepreneur submitted by a physical person or authorised person
- Certified copy of the entrepreneur's ID
- Proof of paid tax or fee for setting up the entrepreneur
- Affirmation of the authorities about performing activities (Affirmation submitted only if necessary
4.2. THE PROCEDURE OF SETTING UP A FIRM IN BELGRADE
A bit complicated procedure is related to setting up a limited liability company. As we have written before, the LLC as a legal person can have one or more members. The members can be founders, so the LLC can have one or more founders. It can also be founded by physical or legal persons. The LLC as an entrepreneur is registered to perform certain activities under one name.
This the documentation necessary for setting up the company in Serbia
- A unique registration application for setting up the LLC and signing into the register of taxpayers signed by the legal representative of the legal person(authorised representative ) or the person who has a full power authorised by the legal representative
- The company's members proof of identity – a photocopy of ID for domestic citizens ( a photocopy of passport for a foreign citizen; if the founder is a legal person than he submits an abstract from the Register where he is previously registered
- The Memorandum of association (the Decision for a one-member company or the Contract for the LLC with more than one member) with certified signatures of all the founders or members
- the decision of naming a legal representative, if he is not decided by the memorandum of association
- certified signature of the legal representative
- The confirmation from the bank about paying the money share as proof of paying the set up fee (if the money share is brought into the company)
- The agreement of members about the evaluation of non-money share (only if the non-money share is brought into the company)
- The proof about paid fees for registration of the LLC and the proof about the paid fee for registration and issuing the
Managing the limited liability company can be unitary or bicameral and that is decided by the founders before they set up the LLC. If managing is unitary, that means that the firm will have one or more directors. If it is bicameral, that it will have one or more directors and board of directors.
For a bicameral managing system, you have to submit additional documentation when setting up the limited liability company: a decision about naming the president and a decision about naming the board's member. These decisions are submitted only if the naming is not mentioned in the Memorandum of association. If it is then they are not obliged to submit these decisions.
The application for setting up the company can be submitted by a founder, an authorised person or proxy. HLB T&M Consulting accounting agency can help you with gathering the documentation and submitting it together with the registrational application of setting up the company.
5. THE STEPS AFTER SETTING UP THE COMPANY in SERBIA
5.1. THE COMPANY'S STAMP
After you get the decision about registration, the next step is making a stamp. It is important to emphasize that the stamp is not obligatory. It can be made, but you do not have to use it.
According to the Company law, from October 1, 2017, the obligation of using stamps for companies was canceled. However, the use of stamp was obligatory on certain documents. The amendments on the Company law brought new changes, so from October 1, 2018, the use of stamp was not obligatory for the companies.
The entrepreneurs and business entities are not obliged to use the stamp to certify the written act and business documentation. The documents like applications, forms, memos, contracts, invoices do not have to be certified with the company's stamp. Besides that, when taking business letters, the entrepreneur and the LLC do not have to use the stamp as proof of delivery.
The legal persons and the entrepreneurs are not obliged to use the stamps in banks, concerning payment services. That is possible only if they submit a written demand to the bank in which you declare that you would not use the stamp. In that case, the entrepreneurs and the LLC do not have to use the stamp in banks when they certify the application for opening bank account, for a card with deposited signatures, for certifying orders, for bonds and other documents related to payment services.
5.2. OPENING A BANK ACCOUNT
Before opening a bank account, you must inform about tariff compensations of the banks for payment services, then about compensation for monthly maintenance of the bank account, do they have services through e-banking and similar. You must inform about all the services which banks offer to their clients so that they could satisfy your needs.
To open a bank account, it is necessary to submit basic documentation:
- An application for opening a bank account
- A form with certified signatures of persons authorised for representation (CS form certified at the notary
- A decision or a resolution about acceptance of registrational application from the BRA
- A card with deposited signatures of the bank
- The identity proof
- The bank's additional documentation (a contract, draft model of the contract)
The documents which are submitted for opening a bank account can be different from bank to bank, but the basic and obligatory documentation is mentioned above. Besides that, we should emphasize that in the practice for opening a business account for the LLC you have to submit additional proofs: a copy of Memorandum of association and a photocopy of the company's statute.
If you are not sure about your choice of a bank, we can recommend a reliable bank that can repay your trust with its financial services. Also, in accordance with your need, we submit complete documentation for opening a business account of your company.
5.3. APPLYING IN THE TAX ADMINISTRATION AFTER REGISTERING THE COMPANY
After you have finished the initial steps, it is necessary to in legal deadline submit the tax return to become a new taxpayer. The tax return is submitted in the Tax administration branch office and represents the application for income tax in to define the input tax.
Tax accounting and application is filled and submitted by an authorised accountant. A legal deadline to submit tax application is 15 days from setting up a company or from the date of issuing the Decision of registration from the BRA.
The tax application is submitted by the entrepreneurs and the LLC. If you have registered as the entrepreneur, the first and most important financial decision that you have to make is to choose a taxation model. There are two taxation models. And those are flat taxation and accounting (self-taxation and personal income)
The tax application can be submitted electronically through eTaxes service. For electronic submitting of tax applications you must have a digital signature or qualified certificate for a digital signature.
5.4. A QUALIFIED ELECTRONIC SIGNATURE
A digital signature ( a qualified electronic signature) is necessary for work on electronic services for signing, submitting and certifying documents electronically. For getting the digital signature you have to apply for issuing a qualified certificate for electronic signature on the ID with a chip. The application is submitted to the authorised police station and for the citizens of the Republic of Serbia, the electronic signature issued for free in the MIB.
The procedure for getting the electronic signature for foreign citizens is different from a simple procedure for Serbian citizens. Because of the complexity and a bit longer procedure, we offer you the possibility to prepare and submit all the necessary documents instead of you.
5.5. WHETHER TO ENTER INTO THE VAT SYSTEM
You should ask yourself does it pay off to enter into the VAT system immediately after setting up a company. To make the right decision, you have to predict the range of business, including expenses. Those which you are obliged to pay as a legal person are related to tax expenses.
This is mostly related to the question about your yearly profit and whether you will enter the VAT system or not. If you have predicted a bigger range of business and profit higher than 8 000 000 dinars in 12 months, than you are obliged to pay the value-added tax (the VAT)
5.6. CHOOSING AN ACCOUNTING OUTSORCING FIRM IN SERBIA
When you choose an accountant for your company, do not make a mistake but make a good evaluation and choose a reliable associate. It is extremely important to know that a good, professional and reliable accounting agency can understand your needs and know how to adjust the level of its service according to your business.
HLB T&M Consulting accounting agency can give you answers on questions about what is necessary to set up a company. Depending on the case, we can give you a precise answer to the question of how much would it cost to set up a company. We also give you full support whether it is about setting up a new company, a branch office, a subsidiary, an affiliate.
We offer a wide spectre of legal services necessary for setting up a company and for its legal, undisturbed and successful activity. If you need a reliable agency for setting up a company, you can contact us for all the questions about cooperation and your future activities. HLB T&M Consulting accounting agency from Belgrade stands at your disposal.