In the process of joining the European Union, the Serbian authorities have changed the laws and regulations concerning the business community. These changes aimed at rendering Serbian companies competitive both on the European market and the global market. The Companies Law and the law governing foreign investments provide the main legal framework for natural and legal persons interested in starting a business in Serbia.
Business opportunities for foreign investors in Serbia
According to the above mentioned legal framework, a foreign investor in Serbia may:
• Incorporate a company on his/her own;
• Purchase shares of an existing company;
• Obtain the approval to build a facility, plant or unit and infrastructure and communication facilities;
• Acquire a license for exploitation of natural resources, goods in public use or perform activities of general interest;
• Buy other foreign investors' property rights, if this suits his/her business interests.
Our lawyers in Serbia can advise you further on the business opportunities available for foreign investors.
Available types of companies in Serbia
According to the Companies Law, there are several legal entities and legal forms of companies to be established in Serbia. In terms of legal entities, these are:
• a branch of a company;
• business association;
• representative of a foreign company;
• other forms of organization.
When it comes to legal forms of companies, the Serbian law allows the following:
A Serbian general partnership is formed by two or more individuals united under the same name and conducting the same type of business. The unlimited liability for the obligations of the general partnership is shared by all partners. There are no requirements for a minimum share capital and the decisions are taken by all the members of the entity.
A limited partnership is much similar to the above type of partnership except the fact that it has two types of members: a general one with unlimited rights and liabilities and a silent partner with its rights and liabilities limited by the contribution at the partnership’s capital.
The private limited liability company must provide a minimum share capital of 500 EUR and cannot be formed by more than 50 shareholders. If the number exceeds and stays this way, the legal entity has to request the registration as closed joint stock company (when the number of members is higher than 50 and lower than 100). The major decisions of the company are taken by the general meeting of the shareholders which will also appoint a director responsible for the daily decisions.
The large forms of businesses are advised to open joint stock companies, which may be closed (based on a share capital of at least 10,000 EUR and maximum 100 shareholders) or open (with a minimum share capital of 25,000 EUR and more than 100 shareholders). The stocks of the open joint stock company can be registered with the Stock Exchange in order to increase the capital unlike the shares of the closed joint stock companies.
Company incorporation in Serbia
At the beginning of the process of company incorporation, the Memorandum of Association of the company or the partnership agreement must be notarized at the basic court or at the Municipality. A registration fee must be paid. The next step is applying for the registration certificate, tax identification number, pension fund (PIO Fund) and Health Fund certificates and getting the signature certified in order to open a corporate bank account.
In order to perform daily activities, the legal entities need a stamp and a seal so this is the next step which has to be completed. After that, the entity has to register for the corporate taxes and VAT at the local tax authority, process which takes around five days. The last step of company incorporation in Serbia is registering the employment contracts with the Employment Organization/Fund. Note that several treaties for the avoidance of double taxation have been signed by Serbia.
Our attorneys in Serbia can give you detailed information about this matter and advise you on how to benefit from their provisions.
What is the minimum share capital of DOO and AD in Serbia?
At least 500 EUR are necessary in order to open a private limited liability company (DOO), while for the registration of an open joint stock company(AD) are needed 25,000 EUR and 10,000 EUR are required for the closed joint stock company. Our solicitors in Serbia can give you further details on this matter.
What documents are required for the incorporation of a company in Serbia?
The documents which need to be delivered in order to get the new company registered are: the Memorandum of Association, the certificate stating the payment of the registration fee and the proof that the name is unique.
How quickly can I incorporate my company in Serbia?
The process of Serbian company incorporation takes around 12 days if all the documents are properly submitted and on time. If you want to start a business in Serbia and need legal assistance for company incorporation, please contact our law firm in Serbia.
There are no comments
*Click on the categories below for full list of articles