Serbia Limited Liability Company (Doo)

Serbia Key points

• Time – 3 weeks to incorporate your company
• Directors – only one director of any nationality, is necessary for your D.o.o company
• Shareholders – two shareholders of any nationality, are required
• Share Capital – the share capital requirement is only €500
• Tax – Serbia has one of the lowest corporate tax rate in Europe
• Support – using our 20 years experience we guide you throughout every step of the company formation process

The Law on Registration of Business Entities published in the “Official Gazette of the Republic of Serbia “, no.55/04, is an important law which simplifies and advances the process of registration, and in addition , unifies the register for all business entities in Serbia. The new Law provides for registration of companies and entrepreneurs in the same place – the Register of Business Entities, which will become a unified, central registry for all of Serbia. This replaces the previous model which provided for registration at the nearest Commercial Court and thus there was a divided system whereby 14 Commercial Courts maintained their own registries and there was no overall combined registry.

Agency and the Registrar

This Law establishes the Business Entities Agency and determines the conditions and procedure of registration of business entities in the Registry which shall be held by the Business Entities Agency so that the commercial courts shall no longer be competent for the registration of companies. In that regard, the Law on the Business Registries Agency was adopted and came into effect on May 31st 2004. Therefore, the competency for registration of companies shall be transferred from the judiciary to an administrative body of the Republic of Serbia, and the registration shall be conducted by specific rules of administrative proceedings.

• The Registry of Business Entities.
• The Pledges Registry.
• The Financial Leasing Registry.
• Other registries stipulated by the Law.

The Agency shall manage the Registry by a Registrar, appointed by the Management Board of the Agency, with the approval of the Serbian Government.

Data

Much publicly accessible data on business entities shall be registered, and in addition to the usual method of submission, is “over the counter” or by mail, a registration form can be submitted via email. One feature is that entrepreneurs will be subject to admission in the Registry, and there are several new provisions such as:

• The Registry includes annual financial reports.
• The Registry can include contact details such as telephone and fax numbers, email address and Web site address.
• Data on reserved names of companies are also admissible.

Speed

Should be achieved by an electronic connection between the Registry and other registries and database – between the Commercial courts, State Statistics Bureau, and the relevant Ministries. Therefore, the time limits in the registration process are set shorter, and so for a 2 day term is set for issuing official copies and certificates, while the Registrar should decide on a particular registration form within five days from the date of submission. If within that period the Agency does not make a decision, it shall be deemed that the application has been accepted.

Procedures

The new provisions relating to the actual procedures for registration are as follows:

An application can be submitted by e-mail, by completing the form on the web page of the Agency and by submitting scanned documents. Original documents must be submitted within 5 days from the electronic application. It is questionable what the purpose of the electronic application is, as the date of the application is the date when the original documents have been filed.

Once the application is submitted the Registrar issues a Certificate of Submission;

In line with Article 22, upon the receipt of the application the Registrar verifies: the content of the application, whether all the required documents have been submitted, evidence on payment of the administrative tax, conformity of the data stated, whether any other entity has been registered under the same name, whether the relevant name has been reserved for another entity and whether other conditions provided by the law have been fulfilled.

If the requirements above have not been met, the Registrar shall reject the application within 5- 10 days from the submission. Under the old law the court would leave an additional period for the corrections to be made, but the new law provides that the application is immediately rejected.

If the applicant corrects the relevant deficiencies and within 5 days of receipt of the notice on rejection submits the complete application, the date of the first submission shall be considered as the date of the application. Therefore, the law introduces the efficiency principle and requires prompt processing of applications.

If the requirements set by the law have been fulfilled, the Registrar issues a resolution on registration within 5 days.

Company Name Reservation

A prospective applicant can reserve the name for its future entity by submitting the relevant application. The reservation is valid for 60 days, and can be renewed and transferred to another person.