Petrović Mojsić & Partners assists domestic and foreign clients with company formation in Serbia. Our Belgrade-based team advises entrepreneurs, international groups and investors on establishing a Serbian company, preparing incorporation documents and addressing the legal requirements for starting operations.
We coordinate the proposed ownership structure, management arrangements and registration process with the client’s business plans. Our support extends beyond incorporation to the corporate documents and initial compliance steps needed for the company’s activities. For broader advice on running a business, visit our Corporate and Commercial Law in Serbia page.
Choosing a Business Structure
The appropriate structure depends on the planned activities, ownership, financing, liability and management needs. We advise on limited liability companies (DOO), other company forms, and the suitability of a branch or representative office where a foreign business is establishing a presence in Serbia.
A representative office and a branch do not have the same functions as a Serbian subsidiary. We explain the relevant differences and assess any sector-specific conditions before the client commits to a structure.
Limited Liability Company Formation in Serbia
A Serbian limited liability company may have one or more members, including foreign individuals or legal entities. We assist with both wholly foreign-owned companies and joint ventures. The general minimum registered share capital for a DOO is RSD 100, unless special legislation requires a higher amount. This statutory minimum should not be confused with the funding needed to operate the business. The contribution can be subscribed at incorporation without immediate payment where the founding act lawfully defers it. The act must set the payment or contribution deadline, and later payment must be recorded as required.
Our incorporation assistance includes:
- Reviewing the proposed company name, registered office and principal business activity.
- Defining the members’ contributions, ownership percentages and management arrangements.
- Preparing the founding decision or agreement and director appointment documents.
- Drafting powers of attorney and coordinating the required certification and translations.
- Preparing and submitting the electronic registration application to the Serbian Business Registers Agency (APR).
- Reviewing the registration decision and identifying the next steps for commencing operations.
Where there are several founders, we also advise on a shareholders’ agreement covering decision-making, reserved matters, funding, transfers, deadlock and exit arrangements.
Foreign Founders and Remote Incorporation
Many incorporation steps can be completed through an appropriately authorised representative. We assess whether the proposed incorporation can be arranged without the founder travelling to Serbia and provide instructions for signing and certifying the necessary documents abroad.
For a foreign corporate founder, relevant documents generally include an extract from the competent foreign register and evidence of authority to execute the incorporation documents. APR’s current instructions require a paper original or certified copy of the foreign register extract, with the necessary certification and Serbian translation. A foreign electronic extract should not be assumed acceptable on its own. Documents used for electronic filing must be digitised by an authorised Serbian notary or the filing lawyer in accordance with the applicable rules.
Remote incorporation does not mean that every subsequent banking, electronic identification or immigration step can be completed remotely. We identify personal attendance requirements and third-party conditions separately, so that the incorporation plan reflects the whole process.
Electronic Registration and Incorporation Documents
The incorporation of a DOO is registered electronically with APR. The application and accompanying documents must satisfy the applicable requirements for electronic signing, certification and digitisation.
We review the documents before filing, address inconsistencies in company and founder details, and assist with any procedural issues arising during registration. Official information is available in APR’s e-Incorporation of Companies guidance.
Shareholders’ agreements and control after incorporation
Where two or more investors will own the Serbian LLC, we agree with the founders which decisions the director may take alone and which need shareholder approval. We draft the founding instrument and, where appropriate, a separate shareholders’ agreement covering funding, reserved matters, transfers of interests and deadlock. For a wholly owned subsidiary, we can align the director’s signing authority and reporting duties with the parent company’s approval process.
Beneficial Ownership and Corporate Compliance
Incorporation must be coordinated with the company’s beneficial ownership obligations. For a newly established company subject to these rules, beneficial owners must be recorded, and the supporting documents uploaded, within 30 days of registration. The founder may use the permitted incorporation-stage route; a filing representative should not assume that the incorporation power of attorney also authorises beneficial-owner recording. For a subsequent filing, an appropriately authorised lawyer may prepare the request, but the registered legal representative must sign it electronically under APR’s current process.
We assist with analysing ownership and control, reviewing documents supporting the identification of beneficial owners, and preparing the relevant filings within the applicable authorisation rules. The company must review the recorded information within one year of the latest recording or confirmation and confirm its accuracy within the following 30 days. Changes must be addressed separately when they occur. We help establish reminders and an evidence file; the duty does not end with the initial recording. The registered shareholder and the ultimate beneficial owner are not necessarily the same person, particularly where the founder belongs to an international group.
Bank Accounts and Initial Operational Requirements
Opening a corporate bank account is a separate process involving the bank’s identification and due diligence requirements. We assist with preparing corporate documents, ownership information and authorisations, and with coordinating legal issues raised by the selected bank. Account opening remains subject to the bank’s assessment and procedures.
We also help clients identify the legal steps relevant to their intended operations, including director arrangements, business premises, commercial contracts and any required sectoral approvals. Tax registration, accounting, VAT and payroll matters should be coordinated with the company’s accountant or tax adviser as appropriate.
Registering a principal business activity does not replace a licence or other approval required for a regulated activity.
Directors, Employees and Foreign Founders’ Immigration Status
We advise on the appointment and engagement of directors, powers of representation and employment documentation for the initial team. Where the company will hire employees, our incorporation work can be coordinated with our Employment Law in Serbia practice.
Company ownership and registration do not automatically provide a foreign founder or director with residence or work authorisation. We assess immigration requirements separately according to the person’s nationality, role and intended activities in Serbia.
Documents and Steps to Plan Before Filing
We agree a checklist covering founder and director identification, the ownership chain, the proposed name and activity, registered office, contributions and representation powers. For a foreign group, the ownership documents needed for beneficial ownership and bank due diligence should be collected early.
APR’s one-stop registration process coordinates the company registration number and tax identification number. This does not mean that every tax, VAT, payroll, electronic-services or banking obligation is completed automatically. We allocate those steps between the director, legal advisers and accountant and check any licences required before trading.
See APR’s beneficial ownership instructions for the current signing and verification process.
Frequently Asked Questions
Can a foreign company be the sole founder of a Serbian DOO?
Yes. A foreign legal entity can establish a wholly owned Serbian DOO, subject to the applicable registration and any sector-specific requirements. The foreign founder’s identity, representation and ownership structure must be documented appropriately.
How long does company formation take?
The overall timetable depends on the chosen structure, the readiness of the documents and any certification, translation or additional registration requirements. APR registration, beneficial ownership compliance and bank account opening are separate stages. We provide a proposed sequence after reviewing the ownership structure and intended activities.
Does forming a company guarantee a residence permit or bank account?
No. Immigration authorisations and the opening of a bank account are assessed through separate procedures. We explain the relevant requirements before incorporation and help coordinate the documents and steps within the agreed scope of engagement.
Discuss Your Company Formation Plans
Discuss your Serbian incorporation or market-entry plans with our Belgrade team, or email [email protected]. Please indicate the intended activities, proposed founders and directors, ownership structure, and whether the founders plan to travel to Serbia. After an initial assessment and conflict check, we can propose the scope of legal services, fees and anticipated third-party costs.
You can explore our other practice areas on the Legal Services page.
Legal content reviewed: 4 November 2026. Framework: Companies Law, registration rules and the current Law on the Central Records of Beneficial Owners.