The Serbian Company Act recognizes several types of business entities. There are as follows:
- the private limited liability companies,
- the joint stock companies (open or closed),
- the general partnerships,
- the limited partnerships,
- branches of foreign companies.
A limited liability company - D.O.O. is a company where the shareholders are fully liable for the debts and earns and it’s based on a minimum share capital of 500 Euros. It cannot have more than 50 shareholders. In case there are more shareholders (but less than a 100), for more than a year, the company must change its status into a joint stock company. Its registration is based on the Articles of Incorporation which contain information such as:
- the name of the shareholders and their residence address,
- the name of the company,
- the company’s main field of activity,
- the sum of the capital,
- each member contribution,
- an estimative formation cost.
The members’ contributions may be in cash or in services and it’s not necessary to be equal. The shares of a limited liability company in Serbia are freely transferable. Annual financial statements must be submitted by the director to the general meeting along with an authorized auditor’s report, in order to obtain the shareholders’ approval. A limited liability company in Serbia ceases to exist if the term posted in the Articles of Association has expired, if the company changes its type, after a member's decision, bankruptcy, after an event specified in the Articles of Association, a high court decision etc.
There are two forms of joint stock companies (A.D.) in Serbia - open or closed. This must be specified in the Articles of Association along with other information such as: the name of the members and their address, the company name and role, the amount of share capital, information regarding the shares, the estimative incorporation costs and, if it’s necessary, the date the company will cease to exist.
A closed joint stock company is based on a share capital of 10,000 Euros and maximum 100 shareholders, unlike the open joint stock company which may have more than 100 shareholders, but the minimum share capital must be 25,000 Euros. If not posted otherwise in the Articles of Association, the shares may be freely transferable. The dissolution causes are the same like in the case of a private limited liability company.
The general partnership in Serbia (O.D.) is a legal entity based on an agreement between two or more persons willing to conduct business under the same name. The Articles of Association must contain: the names and addresses of the members, the name of the partnership, the role of the partnership, the contribution of each member. Along with the Articles of Incorporation, a partnership agreement may be signed. The members’ contribution must be equal and they are fully and equally liable for the debts and earns.
The limited partnership (K.D.) has no minimum share capital request just like the general partnership. It’s formed by two or more partners with different liabilities and contributions. In a limited partnership, one or more partners are fully liable for the losses and profits (general partners) and the rest of the partners have limited liability based on their contributions (limited partners)
A foreign company may open a branch in Serbia by registering a few data at the Serbian Business Register Agency. The necessary information is: a certified translation of the certificate of registration of the parent company, a financial statement from the bank, the certificate from the parent company in which it is stated that it’s fully liable for the branch’s actions, the signed decision of incorporation, the signature of the branch’s official. Also a registration tax must be paid.
With a friendly economic environment and an advantageous tax policy, Serbia is considered one of the most appealing countries from Europe for the investors no matter the type of company that is chosen.