How does the process of company formation look like in Serbia?

How does the process of company formation look like in Serbia?

If the whole procedure seems unclear and complicated to you, setting up a company in Serbia can make it easier for you to hire an accounting company with many years of work experience.

How exactly the process of company formation develops and what steps it entails, you read below: Decision on the type of legal form

The Law on legal entities of the Republic of Serbia foresees several types of legal forms, namely:

1. An entrepreneur is a form of legal form in which a person is registered as a form of business company in the Agency for Business Registers in order to perform activities.

2. A limited liability company (LLC) can have one or more members, all them will have a share in the company's share capital.

3. A partnership is founded by one or more persons, who are called partners, in order to perform activities that brings profit. They can be natural persons or legal entities.

4. A limited partnership is founded by at least two founders, a general partner and a limited partner. The general partner is liable for the company with his entire assets, and the limited partner only with the amount of shares in the share capital.

5. A joint-stock company is a legal entity whose basic capital consists of shares, the owners of which are shareholders - members of the joint-stock company.

6. A branch of a domestic legal entity does not have the status of a legal entity, but represents a separate organizational part of a domestic company on the territory of the Republic of Serbia through which it carries out its activities.

7. A branch of a foreign legal entity is a separate organizational part of a foreign company through which it carries out activities in the Republic of Serbia, in accordance with the Law.

8. Representative office of a foreign legal entity is a separate organizational part of that foreign company in Serbia, which can perform preliminary and preparatory actions in order to conclude the legal business of that company.

What is required for company registration?

The documentation for registering entrepreneurs and LLCs is different and requires different documentation. Company registration begins with registration in the commercial register and submission of a registration application on the prescribed form of the Business register.

The deadline for deciding whether the application will be approved or rejected is a maximum of 5 working days, starting from the date of receipt of the documentation in the Registry. If the application has defects or is not filled out correctly, the Registry issues a Decision rejecting the application. In that case, the procedure is repeated from the beginning, it is not possible to submit only supplementary documentation. Hiring an accounting firm that has experience in procedure of setting up a company can therefore shorten the entire procedure and save you from double costs.

What should be done before applying for company registration?

The steps that precede company registration are: Selecting a name of company

Each business name of a company must retain the basic elements. The business name of the company must have the name of the company, the legal form of the company and the place where the company is registered. In addition, the business name can hold other elements in accordance with the Law. Selection of code of activity

Both legal entities and business entities have the obligation to select an activity code before registration. The activity code presents which is the most important activity that the company will perform. Preparation of the founding act

The founding act is the general legal act of company, which is composed by the founder(a) of that company. The act defines all issues related to business, management, issues from the employment relationship and other significant issues related to business. The founding act of the LLC must be certified by a notary public. For a single-member company, the Founding Act is the Founding Decision, and for a multi-member LLC, the Founding Act is the Founding Agreement. Company address or virtual office

Instead of renting office space, it is possible to rent a virtual office at that address and register the headquarters of the company, regardless of the place of work. This is a very favorable model for smaller and newly founded companies that provide services, especially in relation to renting real office space. Virtual offices are rented not only for seat registration, but also for receiving mail, providing administrative support to companies, answering the phone, and the like.

The process of company formation in Serbia

After the name, activity code and headquarters have been chosen, and the founding act has been prepared, the registration is started, which can be electronic or standard.

To register an entrepreneur, the following documents should be submitted to APR:

• completed registration application for the establishment of a company submitted by a natural person or an authorized representative,
• certified photocopy of the entrepreneur's identity card,
• proof of paid fee (fee for formation of company),
• consent of the authority on the performance of the activity (consent is attached only if necessary).

The following documentation is required for LLC registration:

• Unique registration application for the establishment of an LLC and registration in the register of taxpayers, signed by the legal representative of the legal entity (authorized person for representation) or persons who have a power of attorney authorized by the representative of the company,
• proof of the identity of the members of the company - a photocopy of the identity card for domestic citizens (a photocopy of the passport if the citizen is a citizen; if the founder is a legal entity, an extract from the Register, in which the legal entity was previously registered),
• founding act of LLC (Decision on founding for a single-member company or Agreement on founding for a multi-member LLC), with certified signatures of all founders, or members of the company,
• the decision on the appointment of a representative, if he is not specified by the founding act,
• confirmation from the bank on the payment of the shareholding capital (if a financial contribution is paid to the company),
• members' agreement on the valuation of the non-monetary contribution (only if a non-monetary contribution is made to the company),
• proof of the paid fee for the establishment of the LLC

If all the previous steps were carried out in accordance with the requirements of the Business register, within five days a Decision on Registration can be expected. An entrepreneur or LLC should open a business account in a bank, choose a taxation model, decide whether to enter the VAT system (depending on the amount of expected annual income) and provide a qualified electronic signature.

All these procedures and decisions can be greatly facilitated by the engagement of bookkeeping firm that will prevent mistakes and facilitate the start of business for new entrepreneurs or legal entities.