Corporate Lawyer in Belgrade, Serbia | Bogićević & Partners

Forming a company in Serbia

A DOO can have one or more founders, who can be individuals or companies, Serbian or foreign. The founding act, the director and the registered address are filed with the APR.

After registration the company receives a registration number and tax ID. It then opens a bank account and can start trading.

Limited liability company (DOO)
Branch of a foreign company
Representative office
Sole trader (preduzetnik)

Changes during the life of a company

Every change of director, address, activity, capital or members must be registered with the APR. Late or missing registrations can cause problems with banks and authorities.

We prepare the decisions, contracts and filings, and keep the company's documents in order.

Change of director or authorised signatory
Transfer of shares between members or to third parties
Capital increase or decrease
Amendments to the founding act
Shareholder agreements

Liquidation and closing a company

A solvent company is closed through voluntary liquidation. Creditors are notified through a public announcement, debts are settled and the company is struck off the register.

If the company cannot pay its debts, the procedure is bankruptcy and not liquidation.

Ongoing legal support

Many companies use us as external legal counsel. We review contracts, advise on day-to-day questions and represent the company in disputes and enforcement.

How we handle it

Initial consultationWe discuss the structure, the founders, the director and the planned activity.
DocumentsWe prepare the founding act and other documents and tell you which must be certified or apostilled abroad.
RegistrationWe file the registration with the APR and follow the case until the decision is issued.
After registrationWe assist with the company seal if used, the bank account and registration for VAT where needed.
Ongoing supportWe register later changes and advise the company as needed.

What to send us

Passport copy of each founder and the director
Company extract for a corporate founder, with apostille and certified translation
Proposed company name and activity
Registered address and consent of the owner of the premises
Power of attorney for our office
Information on share capital and ownership split

Frequently asked questions

Can a foreigner own 100% of a company in Serbia?

Yes. A foreign individual or company can be the sole founder of a Serbian DOO. The same rules apply as for Serbian founders.

What is the minimum share capital for a DOO in Serbia?

The Companies Act sets a very low minimum capital for a DOO, so capital is not a practical obstacle. Banks and business partners may still expect a capital that matches the planned activity.

Do I need to come to Serbia to register a company?

Not for the registration itself. We can register the company under a power of attorney. Opening the bank account usually requires the director to come in person.

Can the director of a Serbian company be a foreigner?

Yes. The director can be a foreign citizen and does not have to live in Serbia. If the director will work in Serbia, residence and work rules for foreigners apply.

How do I transfer shares in a Serbian DOO?

Shares are transferred by a written contract with certified signatures, and the change is registered with the APR. Other members may have a pre-emption right under the law or the founding act.

How is a company closed in Serbia?

A company that can pay all its debts is closed through voluntary liquidation with a public notice to creditors. If it cannot pay its debts, bankruptcy proceedings apply.

How are your fees set?

Fees follow the Serbian Attorney Tariff. You receive a written offer before work starts, and state fees for registration are paid separately.

Corporate and commercial law in Serbia