How to start a company in Serbia as a foreign investor

Choosing the legal form

Most foreign investors use a limited liability company, known in Serbia as a DOO. Its members are generally not personally liable for the company's debts. That protection can be lost in cases of abuse set out in the Companies Act, for example when the company is used to deceive creditors.

Other forms exist and suit specific situations.

• DOO: limited liability company, the usual choice
• Branch of a foreign company: not a separate legal entity
• Representative office: limited to preparatory and promotional activities
• Sole trader (preduzetnik): for individuals, with personal liability

Founders, director, capital and address

A DOO can have one or more founders, who can be individuals or companies, Serbian or foreign. 100% foreign ownership is allowed. The minimum share capital is RSD 100, so capital is not a practical obstacle, although banks and partners may expect capital that fits the planned activity.

The company must have at least one director, who is a natural person. The director can be a foreign citizen and does not have to live in Serbia. The company also needs a registered address in Serbia, which must be supported by a lease or the consent of the owner of the premises.

You choose the company name and its main activity. A company can generally carry out any lawful activity, but some activities need a separate license.

Documents for registration

Documents signed abroad are certified by a local notary and apostilled, or certified at a Serbian consulate. Foreign documents, such as the register extract of a corporate founder, also need a certified Serbian translation by a court interpreter.

• Founding act (one founder) or memorandum of association (several founders), with certified signatures
• Passport copy of each individual founder and of the director
• Register extract of each corporate founder, apostilled and translated
• Proof of the registered address
• Proposed company name and main activity
• Power of attorney, if a lawyer files the application

Registration and the first steps after it

The application is filed with the APR. On registration the company receives a registration number and a tax identification number. After that, several steps follow, some with deadlines.

Most companies engage an external accountant from the start, because bookkeeping and tax returns begin with the first transaction.

• Record beneficial owners in the Central Register within 15 days of registration
• Open a business bank account and pay in the share capital
• Register for VAT when required by law, or voluntarily
• Register employees for social insurance before they start work
• Register in the state electronic invoicing system
• Engage an accountant and set up bookkeeping

Common mistakes

Most delays come from documents rather than from the registration itself. Plan the company and the bank account together, because banks read the founding documents closely.

• Founding documents that do not match the planned ownership or management
• An unclear ownership chain above a corporate founder
• Using an address without the owner's consent
• Missing the 15-day deadline for beneficial owners
• A director with no real role, which raises questions at the bank
• Not planning the director's bank visit together with registration

Residence, and when to involve a lawyer

Owning a Serbian company does not by itself give you the right to live in Serbia. A foreigner who works in his or her own active company can apply for temporary residence, usually through the single permit for residence and work.

Our office drafts the corporate documents in English and Serbian, registers the company even if you are abroad, records the beneficial owners and supports you with the bank account, tax setup, contracts and ongoing compliance.

Frequently asked questions