Company Incorporation in Serbia: Basics

Serbia is becoming more and more popular with investors from across the globe, and it has every reason for that. The country is not just a business center of South East Europe but also a destination with high living standards which are almost identical to European ones that gives full economic freedom to business people. Local authorities do their best to support foreign investments by providing tax benefits, including tax breaks. In this post, we will focus on company ownership in Serbia and talk about the main aspects of different types of ownership. If you want to discover more, follow the link to the portal devoted entirely to this beautiful Balkan country to see for yourself that Serbia is a business-friendly country that may be your perfect choice.

Choosing the Best Business Structure

The company registration procedure in Serbia is a pretty straightforward process. There are a lot of factors that contribute to the ease of incorporation and doing business in the country, like the friendly attitude toward foreign investors, a large number of excellent financial institutions that provide high-quality financial services, and the economic situation in the country which is quite stable.

You will need no more than a few days to establish a company and set up a bank account in Serbia. There is no need to visit the country if you use professional assistance: you can simply grant a power of attorney to a local representative who will get you a fully operational company and a fully functional bank account.

Sole Proprietorship or Partnership

Sole proprietorship is the simplest kind of business ownership in Serbia. A sole proprietor, also called an independent owner, is a person who is fully responsible for his/her business operations. There is not much flexibility here, and this is a business that cannot grow considerably. You can become a sole proprietor in Serbia if you want to carry out our small-scale specific business activities that rely first of all on your personal efforts.

If you want to make one more step in business, you can establish a partnership.

A general partnership can be composed of individuals and legal entities. It takes at least two partners to establish a partnership, and they can be residents/citizens of any country. No minimum capital threshold is set. All partners of the general partnership bear unlimited liability for the entity operations – that is, they can be liable for its debts with all their personal property. New partners can enter the structure subject to the consent of all the existing partners.

A limited partnership has one or more general partners whose liability is unlimited, and also one or several partners with limited liability, and this is the main difference from a general partnership. The liability of limited partners cannot exceed their contributions to the partnership. The general partner will be the entity’s legal representative (or manager), and others remain silent members.

Serbian Private Limited Company

A private liability company (or doo in Serbian) is the most popular form of legal ownership in the country. It can be established by one or more shareholders that can be natural persons or legal entities residing in any country. This legal form can also be set up by a group of companies.

You cannot have more than 100 shareholders in a private limited company. If you want to exceed this number, you will need to choose a public company.

A Serbian private limited company can only issue registered shares, and you will need the consent of other company members to sell or transfer them to other persons.

The doo is run by one or more directors that can reside in any country. They bear complete responsibility for the management of the private limited company and have full authority.

Public Limited Company

If your business goals are ambitious and you want to set up a large-scale business in Serbia, opt for the public limited company. The company incorporation procedure does not differ much from the private limited company, but a minimum capital threshold is set: you will need to contribute 25,000 euros. You will need to pay up at least half of this amount at the time of company establishment, while the remaining half can be contributed in the first two years of your activity. The consent to register the capital we mentioned should be expressed by all company founders.

Unlike a private limited company, its public version allows for any number of members.

A public limited company can issue shares that will be freely tradable. The entity that fulfills all the demands can be listed locally (on the Belgrade Stock Exchange) or internationally (on stock exchanges across the globe).

The company is managed by the Board of Directors whose members are elected at the General Meeting of Shareholders. The number of directors in this body may range between three and fifteen. The exact number of directors may be specified in the company’s Articles of Association.

Unless there is a special requirement in the Articles of Association, the company director is free to be a shareholder or not, and he or she can reside in (and be a citizen of) any country.

Compliance Requirements for a Serbian Company

No matter which legal type is suitable for your business needs, there are requirements mandatory for all companies set up in Serbia. 

First of all, you must have a registered office address. If you are headquartered in another country, you can rent an office in Belgrade (the rent starts from 1,200 euros a year).

Second, you have to properly keep financial records which usually requires hiring a local accountant. Such specialists usually get a monthly fee (from 100 euros a month) and handle your bookkeeping and year-end returns. And if you need to employ workers, the accountant will also deal with social security contributions, pension fund payments, and tax deductions.

Interested in company establishment in Serbia? You can follow the link above to learn more or talk to an expert using the live chat during office hours. Do not hesitate to get free professional advice before you make a final decision!