STEP BY STEP – Limited liability company (Ltd.) incorporation procedure in Serbia – e Incorporation
In this text, we will aim to clarify the incorporation procedure for limited liability companies before the Serbian Business Registers Agency by going through some practical examples and ambiguities.
Before registering your company (Ltd.), you need to reach decisions on some relevant aspects, such as:
- The business name, booking of the business name
- Address of the company’s seat, mailing address
- Company’s predominant activity
- Whether the founder will also be the company’s director
- The management system
- Whether the director’s authorisations will be limited by a co-signature of a company’s shareholder or another person
- The fixed capital amount, whether the company will be operating in the VAT system or not
These are the issues that the founder needs to decide on before drawing up the memorandum of association.
Here are some additional issues that need to be considered as well before embarking on a limited liability company incorporation procedure:
The bank: account opening in a bank; the option of account opening based on a power of attorney; whether there is the obligation to pay in the share capital in the limited liability company incorporation procedure or that can be done later on?
Business premises renting: the need for renting the business premises or the possibility to conduct the company’s activity in one’s home will depend on the type of activity that the company will engage in, such as, for example, the case of the wholesale trade, where there is the obligation to rent the business premises, i.e. a warehouse;
Can the company, in addition to its registered predominant activity, also engage in other activities which are not its registered ones?
Employment of the company’s founder and its director: what is the lowest base for contribution payment for the founders, i.e. directors, and whether the director who is already employed with another legal entity can be appointed director and on what basis will he/she be registered for contribution payment?
Founder who is a foreign national: should a foreign national have his/her registered address in Serbia; why is the white card required for a foreign national; whether a foreign national should in each case hold a permit for work and stay; can a foreigner open a bank account based on a power of attorney, etc.?- Beneficial owner – identifying the beneficial owner is necessary when opening the bank account and also when registering the beneficial owners in the register maintained by the SBRA.
Make an appointment for the online consultation through the following email address: info@saricconsultant.rs and you will be provided with complete information for successful registration of a limited liability company.
On May17, 2023, the option of limited liability companies incorporation by electronic means was introduced in Serbia, the e – osnivanje DOO (eIncorporation for limited liability companies).
The first and the basic precondition for eIncorporation is that the company founder possesses the qualified electronic signature issued by a certification body in Serbia and that he/she then follows the instructions published on the website of the Serbian Business Registers Agency.
Can a foreign national who is a natural person obtain a qualified electronic signature by a certification body? Is a qualified electronic signature of a foreign national eligible for electronic signing of an electronic document in the eIncorporation procedure before the Serbian Business Registers Agency?
A foreign natural person who does not possess the record number for foreigners can obtain a qualified electronic signature based on his/her passport, and based on the qualified electronic signature, he/she can successfully complete the eIncorporation procedure for a limited liability company before the Serbian Business Registers Agency.
qualified electronic signature
If you find all of the above to be too complicated, you can leave the entire registration procedure to us, and we will provide step-by-step guidance through it for you.
When the company is registered, the next step is for the legal entity to acquire a qualified electronic certificate from a certification body (Ministry of Interior, Serbian Chamber of Industry and Commerce, Halkom, Post of Serbia and others), since there are some legal obligations that the company must discharge within the legally prescribed 15 days’ time limit.
The obligations that have to be discharged within the legally prescribed 15 days’ time limit counting from the company’s registration date, for which possession of a qualified electronic certificate is necessary
- Beneficial owner(s) registration in the register of beneficial owners kept by the Serbian Business Registers Agency
- Submission of registration corporate tax return for legal entities
What are the bases for effecting payments into the account of a newly incorporated company that are necessary for covering the initial business expenses?
1. Share capital payment – capital amount increase
2. Founder’s loan
3. Additional payments
If the founder comes from a foreign country, and needs to pay in additional capital amount, a decision on capital amount increase needs to be passed. Bearing in mind that it is a FX transaction and a payment made from a foreign country, and that the share capital is registered in RSD, the incoming payment amount will be booked by using the official middle exchange rate of the National Bank of Serbia applicable on the value date. If the counter value of the incoming payment is not equal to the amount entered in the memorandum of association/bank decision, a partial accounting derecognition shall be performed according to the documentation provided, and the remaining amount can be returned or posted to some other account bearing some other base code.
The bank will issue a certificate of capital increase for the derecognized amount with the code 557, and in the certificate the RSD counter value of the paid amount in a foreign currency will be presented, calculated on the value date by using the middle exchange rate of the NBS.
