Serbian Commercial Code
Serbian Commercial CodeUpdated on Sunday 02nd December 2018
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The Commercial Code in Serbia controls the business activities in the country, performed by both nationals and foreigners. The same set of laws describes the types of entities which are available for registration and further operations. Business persons interested in establishing their activities in Serbia should consider and respect the Commercial Code, and furthermore, it is suggested to talk to one of your Serbian lawyers for legal advice in this matter. Our team can offer support at registration, and also tax advice for your business.
How are business operations regulated in Serbia?
The Commercial Law in Serbia comprises three main codes concerning the foreign investments, the free economic zones in Serbia, and the law on prices. In addition, the Serbian Commercial Code is strongly connected to the Company Law which involves the rules and regulations of the competition, the registration of businesses, the legacies, the protection of competition and the pledge of movable assets. Knowing how foreign investments can be made in Serbia represents the starting point when setting up a company in the country.
Types of companies in Serbia
Serbia is open to any kinds of investments and imposes no particular restrictions for doing business in different kinds of jurisdictions, only if an agreement is signed in this matter. An entrepreneur who has decided to do business in Serbia can operate under one of the following legal entities:
- • limited liability company ( the most common business form);
- • partnership - foreigners can be interested in a partnership with Serbian entrepreneurs;
- • joint stock company is mostly directed to large companies from abroad;
- • limited partnership - this entity is subject to a series of requirements.
Each type of company must be registered in agreement with the Commercial Code stipulations, starting with the incorporation and ending with the special licenses and permits for doing a particular kind of activity. In matters of legislation when setting up a company, we advise you to address to our attorneys in Serbia.
Here is a video presentation with information about the Serbian Commercial Code:
Can I establish a branch in Serbia?
Yes, foreign enterprises can establish their business presence in Serbia through branches which can be incorporated under the rules of limited liability companies. This is a legal entity which needs to respect the general rules of the parent company, starting with the name and ending with the financial operations. In respect to the Commercial Code in Serbia, a branch can be easily established in this country.
New rules of the Company Law in Serbia
Several amendments have been introduced at the time the Company Act in Serbia was revised. These concern the distribution of dividends once they are declared, clarifications regarding the disposal of valuable assets, and the transaction of personal interests. For instance, there is no need for approvals made by impartial stockholders in the case of personal assets transactions which value less than 10% of the company assets' value.
A new amendment regards the branches in Serbia which can be registered with the authorities in charge, in a one-year period. This new rule observes large companies with more than just one branch in Serbia. Starting with January 2020, there will be new company forms available in Serbia, to align with the EU regulations, such as European joint stock companies, Societas Europea, and the European economic interest grouping.
The rights of foreign investors in Serbia according to the Commercial Law
Investors from abroad who are interested in opening a company in Serbia or placing funds on a business already established (buying shares in a company) may do so in respect with the Investment Law comprised by the Serbian Commercial Code. Such entrepreneurs benefit from the same rights as the nationals, with equal status, terms and conditions. The rights for business obtained through the investments made in Serbia are fully protected by the law. The dividends and the profits can be transferred in the home country without any restrictions, and furthermore, they won’t be subject to a double taxation if a treaty in this matter has been signed by Serbia and other states from which the investments have been made.
If you want to know more details about the Serbian Commercial Code, we invite you to get in touch with our law firm in Serbia.