Q&A: TEN Company law in Serbia

Establishment, organization and registration of companies and other forms of organization are regulated by the Company Law, the Law on the Registration Procedure in the Business Registers Agency, the Rulebook on the Content of the Register economic entities and the documentation required for registration and the Decision on Fees for registration and other services provided by the Agency for business registers. These regulations, their solutions, are adjusted to the standards that are valid in the European Union and developed market economies.

What types of company can be formed in Serbia?

In Serbia, in accordance with the applicable regulations, the following forms of companies can be established:

partnership,
limited partnership,
limited liability company
stock company

What is the minimum share capital for different types of company?

Partnership ( O.D. shorten for Ortačko društvo)- 0 (zero) RSD
Limited partnership ( K.D. shorten for Komanditno društvo)- 0 (zero) RSD
Limited liability company (D.O.O. shorten for Društvo sa ograničenom odgovornošću)- 100 (one hundred) RSD, unless a special law provides for a higher amount of share capital for companies who perform certain activities
Stock company (A.D. shorten for Akcionarsko društvo)- 3.000.000,00 (three million) RSD, unless a higher amount is provided by a special law

What documentation is necessary for the establishment of a company?

For Limited liability company necessary documentation is:

Founding act of the company with certified signatures of members society.
Proof of identity of members of the society – personal photocopy card or passport of a natural person and / or an excerpt from the register in which is a registered legal entity.
Decision on the appointment of a representative, if not appointed by the founding act.
Signature of the representative certified by the competent authority verify.
Bank confirmation on the payment of the cash deposit or agreement of the members on the assessment of the value of the non-monetary contribution
Decision on appointment of the president and members of the supervisory board, if the management is bicameral, and the president if members of the supervisory board are not appointed as founding members act

For stock company necessary documentation is:

Founding act with certified signatures of company members.
Statute of the company signed by the members of the company.
Credit institution’s confirmation of paid-in shares in cash, that is, the appraisal of a certified appraiser the value of the non-monetary contribution or a certificate from the competent authority on the assessment of the value of the non-monetary contribution in accordance with by law.
Decision on the appointment of the director, if they are not determined by the statute.
Decision on the appointment of members of the Supervisory Board, if any management bicameral and are not determined by the statute.
Decision on the appointment of members of the executive board, if any bicameral management.
Decision on the appointment of the company’s representatives, if they are not determined by statute.
Signature of the representative certified by the competent authority verify.

Fee for registration of establishment is 4,900.00 RSD, and when submitting the application for establishment, the payment is also made fee for registration and publication of the founding act in amount of 1,000.00 RSD

What are the organs of a capital company?

The management of a capital company can be unicameral or bicameral.

In the case of unicameral management, the company’s organizations are:

assembly,
one or more directors.

In the case of bicameral management, the company’s organizations are:

assembly,
supervisor Committee,
one or more directors

What is the process of registration?

After all the documentation is completed and all the necessary payments are made, the founder or a person authorized by the founder submits the documentation and registration application to the Business Registers Agency.

The deadline for deciding on the submitted registration application is 5 days from the day of receipt of the application.

If the Business Registers Agency accesses that everything is in order, it issues a Decision approving the registration application.

What is the corporate tax rate in Serbia?

The tax period for which income tax is calculated is the business year.

Corporate income tax rate is 15%.

What can foreign legal and natural persons do in the company law of Serbia?

Foreign legal and natural persons may establish economic entities companies and other forms of business, in accordance with the Law on companies and the law governing the parties investments.

A foreign investor can:

establish its own company (up to 100% ownership)
buy shares of an existing company
obtain a permit (concession) for the use of natural resources, goods in general use or perform activities of general interest, in accordance with the law
obtain approval to build, exploit and transfer (B.O.T. – Build operate and transfer), a specific object, plant or facility, as well as infrastructure and communication facilities
acquire any other property right of a foreign investor by which he pursues his business interests