COMPANY FORMATION IN SERBIA

A limited liability company (društvo sa ograničenom odgovornošću – DOO) is one of the most commonly used legal forms for establishing a business in Serbia, particularly for foreign investors and subsidiaries of international companies.

A DOO may be established by a single shareholder or multiple shareholders, who may be Serbian or foreign individuals or legal entities. There is no general requirement for a foreign shareholder to have Serbian residency or for a foreign company to establish a local subsidiary together with a Serbian partner.

The minimum registered share capital is RSD 100, unless a higher minimum is prescribed for a particular regulated activity. The share capital does not generally need to be paid before incorporation. The founding document may specify a later payment deadline, subject to the statutory limit of five years.

The company acquires legal personality upon registration with the Serbian Business Registers Agency (APR). It is represented by one or more directors, who may also be foreign nationals. A DOO may have a single-member or multi-member ownership structure, and its internal governance arrangements can be adapted to the founders’ business requirements.

Foreign investors commonly use a Serbian DOO for trading, providing services, employing personnel, holding investments and conducting other business activities permitted under Serbian law.

Documents Required for Company Formation in Serbia

The documentation required to establish a limited liability company in Serbia depends primarily on whether the founders are individuals or legal entities and whether the company is established directly or through an authorized representative.

The principal documents and information generally include:

• Memorandum of Association – a decision on incorporation for a single-member company or an incorporation agreement for a company with multiple founders.

• Identification documents – identification details and, where required, copies of identity documents for individual founders.

• Corporate registry extract – where a founder is a foreign legal entity, an extract from the relevant foreign company register, accompanied by a certified Serbian translation.

• Power of Attorney – where the incorporation procedure is conducted through an authorized representative.

• Additional documentation – where applicable, evidence of paid-in capital, documents relating to non-monetary contributions or approvals required for particular activities.

Before registration, the founders must also determine the company’s business name, registered address, principal business activity, share capital, ownership structure and management arrangements.

Documents issued abroad may require legalization or an apostille, depending on the country of origin and applicable international agreements. Where foreign corporate documents are used in the electronic registration procedure, their conversion into legally valid electronic documents must comply with Serbian requirements.

Our law firm assists foreign founders in preparing incorporation documents, reviewing foreign corporate documentation and arranging the registration procedure through an authorized representative.

Electronic Company Registration in Serbia

Since 17 May 2023, applications for the incorporation of limited liability companies and other commercial companies in Serbia must generally be submitted electronically through the Serbian Business Registers Agency (APR). Paper applications are no longer accepted for standard company incorporations.

The electronic incorporation procedure involves preparing the incorporation documents, completing the online registration application, attaching the required electronic documents and paying the applicable registration fee.

The application must be signed using a qualified electronic signature that meets the requirements of the APR registration system. It may be submitted by an authorized representative acting on behalf of the founders.

Documents originally issued in paper form must be properly converted into electronic documents before submission. Where required, this process may be performed by a Serbian public notary or an attorney authorized to certify electronic copies in accordance with applicable legislation.

Once the registration application has been approved, the company is entered in the Serbian Business Registers Agency’s register and acquires legal personality. The registration decision is issued electronically.

Our law firm assists clients with preparing incorporation documents, arranging the required documentation and submitting electronic registration applications through an authorized attorney.

Company Formation in Serbia for Foreigners

Can Foreigners Establish a Company in Serbia Without Visiting?

Foreign individuals and companies can generally establish a limited liability company (DOO) in Serbia without travelling to the country. Serbian legislation does not generally require foreign founders to be physically present during the incorporation procedure.

The process can be conducted through an authorized attorney in Serbia, who prepares the necessary incorporation documents, represents the founders and submits the electronic registration application to the Serbian Business Registers Agency (APR).

Foreign founders must provide appropriate identification and corporate documentation, depending on whether they are individuals or legal entities. A power of attorney may also be required, with notarization, legalization or an apostille where applicable, depending on its scope and the requirements of the procedure.

Where a foreign founder does not hold a Serbian qualified electronic signature, the incorporation documents can be executed through an appropriately authorized representative or prepared and certified in paper form before being converted into electronic documents in accordance with Serbian law.

Although company registration can generally be completed without the founders’ physical presence, opening a corporate bank account is a separate procedure. Banks apply their own identification and compliance requirements and may request additional documentation or personal attendance.

Petrović Mojsić & Partners assists foreign individuals and corporate investors with company formation in Serbia, including incorporation documents, powers of attorney, electronic registration and coordination of subsequent corporate formalities.

Opening a Corporate Bank Account in Serbia

After incorporation, a limited liability company (DOO) must arrange for a corporate bank account to conduct its business operations. Serbian banks offer business accounts in dinars and, subject to applicable foreign exchange regulations, foreign currencies.

Opening a bank account is a separate procedure from company registration. Each bank applies its own account-opening requirements, internal compliance policies and customer identification procedures.

The documentation generally includes company registration details, identification documents of the legal representative, information on shareholders and ultimate beneficial owners, and documents explaining the company’s intended business activities. Banks may also request information on the source of funds, expected transactions and the company’s ownership structure.

For companies owned by foreign individuals or legal entities, additional documentation may be required, including foreign corporate registry extracts and documents establishing the ultimate ownership structure.

Depending on the bank and the circumstances, the account-opening procedure may be completed through an authorized representative. However, some banks may require the director or another authorized person to attend in person for identification or signing purposes.

The bank independently decides whether to establish a business relationship with a prospective client, subject to applicable legal requirements. Accordingly, successful company registration does not automatically guarantee approval of a corporate bank account.

Petrović Mojsić & Partners assists clients with preparing bank account documentation, coordinating with Serbian banks and addressing legal requirements associated with opening corporate accounts for newly established companies.

Obligations After Company Registration in Serbia

Following registration with the Serbian Business Registers Agency (APR), a newly established company must comply with various corporate, accounting, tax and regulatory obligations. The specific requirements depend on the company’s activities, ownership structure and whether it employs personnel.

Registration of Ultimate Beneficial Owners

A limited liability company must register its ultimate beneficial owners in the Serbian Central Register of Beneficial Owners. The registration must generally be completed within 30 days of incorporation, unless it has already been carried out as part of the electronic incorporation procedure.

The company must also provide the documentation supporting the identification of its beneficial owners and comply with subsequent updating and verification requirements.

Accounting and Financial Reporting

Companies are required to maintain accounting records, comply with applicable tax obligations and submit financial statements and other required reports within the prescribed deadlines. These obligations generally apply even where a company has limited business activity.

Corporate Records and Statutory Compliance

A company must maintain the corporate documents and records required by Serbian law, including its incorporation documents, relevant corporate resolutions and other statutory documentation. Changes concerning registered company information must be reported to the competent register within the applicable deadlines.

Employment and Internal Regulations

Companies intending to employ personnel must comply with Serbian employment law and occupational health and safety legislation. Depending on their circumstances, this may include preparing employment contracts, adopting mandatory internal regulations, registering employees for compulsory social insurance and arranging occupational health and safety documentation.

Business-Specific Requirements

Certain regulated activities may require additional permits, licences, approvals or compliance measures before business operations begin.

Frequently Asked Questions About Company Formation in Serbia

Can a foreigner own 100% of a Serbian company?

Generally, yes. A standard Serbian limited liability company may be wholly owned by one or more foreign individuals or foreign legal entities. Sector-specific restrictions may apply to particular regulated activities.

Can I establish a company in Serbia without visiting Serbia?

Generally, yes. The incorporation can usually be completed through an appropriately authorized attorney, provided the required foreign documents and powers of attorney are executed, legalized or apostilled where necessary, translated and converted into the form required for electronic filing.

What is the minimum capital for a Serbian DOO?

The statutory minimum registered share capital for a standard limited liability company is RSD 100, unless a higher minimum is prescribed for a specific regulated activity.

How long does company registration in Serbia take?

The statutory deadline for the registrar to decide on a complete registration application is generally five working days from receipt. Preparing foreign documentation, legalization, translation, bank onboarding and other post-registration steps may require additional time.

Is a Serbian director required?

No general rule requires the director of a standard Serbian DOO to be a Serbian citizen. A foreign national may serve as director, subject to any immigration, residence, tax or sector-specific requirements applicable in the particular case.

Is a corporate bank account opened automatically after incorporation?

No. Bank account opening is separate from APR registration. Banks apply their own KYC, AML and client-acceptance procedures and may request additional documentation or personal attendance.

Legal Assistance with Company Formation in Serbia

Petrović Mojsić & Partners provides legal assistance to domestic and international clients establishing companies and conducting business in Serbia.

Our corporate lawyers advise clients on choosing an appropriate legal structure, preparing incorporation documents and completing registration procedures before the Serbian Business Registers Agency (APR). We also assist foreign individuals and corporate investors with establishing companies through an authorized representative, without the need to travel to Serbia.

Our services include coordinating corporate bank account opening procedures, advising on corporate governance and shareholder relations, preparing commercial agreements and providing ongoing legal support for business operations in Serbia. Where the new company will employ or appoint foreign nationals, we also advise on visas and work permits for foreigners in Serbia.

For further information about our broader practice, please visit our Corporate & Commercial Law in Serbia page.

If you are considering establishing a company in Serbia, contact our law firm to discuss the incorporation procedure, documentation requirements and available legal assistance.