Your Lawyer for Company Establishment in Serbia: Establishing new Business Entity tailored to your specific needs
As a full-service market entry law firm STAV | LAW specializes in company establishment in Serbia, offering comprehensive legal support to entrepreneurs and businesses looking to establish a new company. We guide you through every step of the process to ensure a smooth and compliant start to your business journey. Our expertise covers a wide range of legal, regulatory, and strategic aspects of company formation, tailored to meet your specific needs and objectives. If you would like to read the top 50 frequently asked questions about company formation and doing business in Serbia, please visit our blog post by clicking – here. If you need a lawyer for company establishment in Serbia, our services include but are not limited to the following:
Company Establishment in Serbia Involves Following Steps:
When entering a market, it is important to analyze all of its (legal) aspects.
Gather all the necessary documents and information to draft the Articles of Incorporation or register sole proprietorship.
After submitting the documents, wait up to 5 working days for the BRA’s decision.
Once you have registered your UBOs, submitted your tax returns, and activated your bank accounts – Kick off your business venture!
Reserving a Company Name in Serbia
The company name can be reserved for both sole proprietors and limited liability companies (LLC), with the Serbian Business Registers Agency making a decision on the submitted request within 5 business days.
The name reservation is valid for 60 days and can be extended once this period expires.
- LLC (Limited Liability Company) – Doing Business with Limited Liability: An LLC is ideal for businesses of all sizes and is the most commonly used legal form in Serbia. It provides limited liability protection to owners while allowing for flexible management structures. Owners (shareholders) are not personally liable for the company’s debts and liabilities. Shareholders’ assets are protected from the company’s creditors, meaning they only risk the amount they have invested in the business.
- Branch Office and Representative Office – Extending your existing business into new markets: A branch office of a foreign business entity is a distinct organizational unit of the foreign company operating within the territory of the Republic of Serbia, through which the company conducts its activities in accordance with the law. Branch offices of foreign business entities are considered residents, and as such, they conduct their operations through their resident bank accounts in Serbia. In addition to a branch office, the parent company can establish a representative office, which also serves as a distinct organizational unit. The representative office can carry out preliminary and preparatory activities aimed at concluding legal transactions for the parent company. Neither the representative office nor the branch office has the status of a legal entity and can only enter into legal transactions related to ongoing business operations. The parent company is liable for the obligations of the representative office towards third parties.
- Entrepreneurship in Serbia – A Unique Business Entity: Entrepreneurship in Serbia is recognized as a sui generis entity, offering a unique opportunity for individuals to engage in business activities. This structure allows natural persons to register and operate a business without forming a separate legal entity. Entrepreneurs in Serbia are natural persons registered to perform business activities. Unlike companies, they do not form a separate legal entity. Upon registration, entrepreneurs receive a corporate identification number and a tax identification number, enabling them to legally operate and comply with tax obligations. Entrepreneurs must open a business bank account to manage their business finances, allowing them to separate personal and business transactions. They can choose between a lump sum taxation system or a detailed bookkeeping system based on their preferences and the scale of their business.
- Joint Stock Company: Suitable for larger enterprises with the ability to raise capital through the sale of shares to the public or private investors.
Drafting and Filing Necessary Incorporation Documents for the Company Establishment in Serbia
- Articles of Association: Legal document outlining the company’s structure, purpose, and governance. It includes details on share distribution, directors’ powers, and procedures for meetings and decision-making.
- Shareholders’ Agreement: Defines the relationship between shareholders, their rights and obligations, and mechanisms for resolving disputes. It can also covers share transfers, protective provisions for minority shareholders and many other useful clauses.
- Consulting on Documents Required for Registration: We provide detailed information on all the documents needed for the registration of different types of companies (LLCs, joint-stock companies, partnerships, sole proprietorships, etc.).
- Notarization and Translation: We arrange for the notarization and translation of all necessary documents, ensuring that all legal requirements are met.
- Application Preparation: We prepare all necessary applications and forms for company registration.
- Submission to the Business Registers Agency: We submit all applications and supporting documents to the Business Registers Agency (BRA) on your behalf, monitoring the application status and keeping you informed of every step in the process.
Internal Bylaws of a Company
- Governance Rules: Establishing internal rules and procedures for managing the company,
including board meetings, voting rights, and the appointment and removal of directors. - Operational Guidelines: Setting out the operational framework, including roles and responsibilities of officers, conflict resolution mechanisms, and procedures for amending the bylaws.
Agreements Between Founders and Investors in Serbian Company
- Investment Agreements: Legal documents detailing the terms and conditions of investment,
including the amount of capital invested, equity granted, and rights of investors, loan agreements,
SAFEs etc. - Term Sheets: A non-binding agreement outlining the basic terms and conditions under which an investment will be made. It serves as a precursor to the detailed investment agreement.
Compliance with Local Laws and Regulations Related to Company Establishment in Serbia
- Licensing and Permits: Assistance in obtaining necessary business licenses and permits required by local authorities to operate legally.
- Regulatory Compliance: Ensuring adherence to industry-specific regulations, filing periodic reports, and maintaining corporate records as required by law.
Ongoing Legal Support After Company Establishment in Serbia
- Corporate Governance: Continuous advice on best practices in corporate governance to ensure effective and lawful management of the company.
- Amendments and Updates: Assistance with amending incorporation documents, updating bylaws, and making necessary filings in response to changes in the business structure or regulatory environment.
Want to Know More About Starting a Business in Serbia?
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Learn more about entering the Serbian market and starting a business on our blog – Starting a Business in Serbia: A Comprehensive Guide to Company Formation in Serbia.
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Find our answers to the top 50 frequently asked questions for the process of company formation and doing business in Serbia here – Starting a Company in Serbia: Top 50 Legal FAQs.
By providing a comprehensive range of services in company formation, we ensure that your new business entity is established on a solid legal foundation, ready to operate smoothly, and compliant with all relevant laws and regulations. If you need a lawyer for a company establishment in Serbia, do not hesitate to reach out.
