Register a company in Serbia: types of company ownership
Serbia’s popularity with international investors is growing at an amazing pace. Besides being a business hub for South East Europe, the country boasts high European living standards, and maximum economic freedom to entrepreneurs. The Government proactively supports foreign investment in Serbia with highly beneficial incentives such as tax breaks and other perks.
There are multiple reasons to set up a Company in Serbia and you can read about them in other articles on this website. Here we would like to dwell on the matter of company ownership in Serbia and discuss the main characteristics of different types of business ownership.
Your company in Serbia: choose the best business structure
It is super easy to establish a company in Serbia. The country’s stable economic situation, its financial institutions offering advanced online banking, and the friendly attitude to foreign investors all contribute to the ease of setting up a company in Serbia.
Registering a company here and opening a corporate account with a Serbian bank takes only a few days. You do not even have to visit the country: you simply grant a power of attorney to a local representative who can deal with the Serbian Companies Registry and bank account opening on your behalf.
Sole Proprietorship or Partnership
The simplest type of business ownership in Serbia is a sole proprietorship or preduzetnik in Serbian. As in most countries, the sole proprietor is the person who takes full responsibility for all his or her business operations. However, there are limited possibilities for business growth and little flexibility. If you are going to engage in a small and very specific business in Serbia that will require your personal efforts above all, registering as a sole proprietor in the country may be a good idea.
The next step up is a partnership in Serbia. Partnerships can be of two types:
Serbian General partnership abbreviated as о.d. in Serbian. Both physical and legal entities can act as partners. As the name suggests, a partnership shall have minimum two members. Neither of the partners has to be a Serbian citizen nor legal resident. There are no minimum capital requirements. In a General Partnership, all Partners have unlimited liability for the company business operations. Entry of new Partners is possible only with the consent of all existing Partners.
Serbian Limited partnership abbreviated as k.d. in Serbian. The main difference from the general partnership is the limited liability. There will be one or more General Partners with unlimited liability and one or more limited partners whose liability is limited by the amounts of their respective contributions to the partnership’s capital. Thus, the General Partner acts as the Manager and legal representative, while all others remain silent partners to a greater or lesser extent.
Setting up a Private Limited Company in Serbia
The most popular form of company ownership in Serbia is a private limited liability company abbreviated as d.o.o. in Serbian.
This type of Serbian company can be registered by one or more shareholders: either individuals or legal entities, resident or non-resident in Serbia. A d.o.o. is formed by a group of people or companies.;
The maximum number of company shareholders shall not exceed 100. If more are needed, the d.o.o. has to be reregistered as a public company.
A d.o.o. is entitled to issue only registered shares that cannot be sold or transferred to other parties without the consent of others involved in the company.
The company management is performed by one or more Directors (who does not have to be a legal resident of Serbia). The Directors have full authority and bear full responsibility for company management.
Setting up a Public Limited Company in Serbia
If you have more ambitious business goals and want to establish larger-scale operations in Serbia, you can choose to establish a public limited liability company in the country that is abbreviated as a.d. in Serbian.
The company registration procedure similar to those that of a d.o.o.. The minimum required capital that an a.d. shall have is 25,000 euros. At least half of the capital has to be paid-up at the moment of the company formation, while the rest of it shall be paid-up within the first two years of operations. All the company founders shall express their consent in writing to register the specified capital.
Unlike with a d.o.o., the possible number of members is unlimited.
An a.d. can issue freely tradable shares. If the company meets all the requirements, it can be listed on the Belgrade Stock Exchange, and/or foreign stock exchanges.
The Board of Directors manages the company. The directors are elected at the General Shareholders’ Meeting. The number of the members of the Board of Directors shall be minimum three and maximum fifteen. The company’s Articles of Association may specify the exact number of directors that the a.d. will have.
A company director does not necessarily have to be a shareholder unless the Articles specifically require it. There are no restrictions as to the directors’ nationalities nor residence either.
Serbian company: regular compliance requirements
Whichever type of company ownership you choose, there are requirements that all Serbia-registered companies must meet.
One such requirement is having a registered office address. If you are based outside Serbia, you can rent a registered office address in a prestige district Belgrade starting from around 1,200 EUR per year.
Your company in Serbia, like almost everywhere else in the world, is required to keep financial records. This means that you will need to obtain accounting services as well. Usually accountants work on a fixed monthly fee, starting from EUR 100 per month, covering your book-keeping plus year end return. If you are planning to hire staff, your accountant will also take care of tax deductions, the pension fund payments and social security contributions.
Take the first step to establishing a company in Serbia today
It is very easy to register a company in Serbia as we have said above. Our professional service will assist you every step of the way. However, several aspects and nuances have to be kept in mind anyway. Our experts will gladly provide the benefit of professional assistance and experience for setting up a company in Serbia.
We can help you set up a new company in Serbia or a branch of your existing company – even if it is registered in an offshore jurisdiction. Besides that, we can open an account with a Serbian bank for you – and help you prepare the full set of the documents required for that. In addition, we offer company maintenance and compliance services in Serbia that you can obtain via our Belgrade office.
For nearly twenty years, we have been helping clients overcome all sorts of bureaucratic barriers in a number of different countries. Please apply for a free consultation with us by writing to [email protected] right now! You can rely on our vast experience to help your business succeed!