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Types of Serbian Companies

Updated on Thursday 28th June 2018

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The business climate in Serbia gained significant importance in recent years, as the incorporation procedure has been simplified, alongside with several improvements in the investment field for better operations on the market. Our company formation specialists in Serbia are at your disposal with any details you need in order to properly set up a company in Serbia and have a fast start on the market.
 

What types of companies can you open in Serbia?

 

The Serbian Company Act recognizes several types of business entities. If you want to open a company in Serbia, these are the available options:
 
  • the private limited liability companies,
  • the joint stock companies (open or closed),
  • the general partnerships,
  • the limited partnerships,
  • branches of foreign companies.

 

According to this legislation, a foreign investor may establish companies and other forms of businesses. The rights of an investor in Serbia are:

 

  • •    to establish his/her own company, up to 100% ownership;
  • •    purchase and sell shares from an existing company, in agreement with the applicable legislation;
  • •   obtain a license for the exploitation of natural resources (oil, gas, water), goods in public use or perform activities of general interests, in accordance with the legal provisions;
  • •    obtain the approval to build, transfer or operate a facility, unit or plant, infrastructure and communication facilities.

Our experts in company formation in Serbia can give you more information about the business legislation and the rights and obligations of an investor.

 

How can I open a limited liability company in Serbia?

 

A limited liability company - D.O.O. is a company where the shareholders are fully liable for the debts and earnings and it’s based on a minimum share capital of EUR 500. 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 in Serbia;
  • the name of the company after a name verification with the Serbian Trade Register;
  • the company’s main field of activity and the purposes in the Serbian market;
  • the minimum share capital for the company and the contribution of each shareholder.
 
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.

 

How can I open a joint stock company in Serbia?

 

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 regarding the name of the owners, their nationality, the company name and the activities, the minimum share capital, and details about the shares in the firm. Also, these important documents might comprise information about the date the company will be closed if such decision was made by the owners.
 
A closed joint stock company is based on a share capital of EUR 10,000 and maximum 100 shareholders, unlike the open joint stock company which can have more than 100 shareholders, and which can be registered with a minimum share capital of EUR 25,000. The shares can be transferable if such information is mentioned by the Articles of Association. The dissolution causes are the same as in the case of a private limited liability company.

 

Partnerships in Serbia

 

From the beginning, we mention that a general partnership in Serbia (O.D.) is a legal entity for which an agreement between two or more persons wanting to control a 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).

 

Branches in Serbia

 

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 in Europe for the investors no matter the type of company that is chosen. Our team of company formation agents in Serbia can assist you in establishing any type of business, depending on your interests.
 

Establish a subsidiary in Serbia

 
If a foreign company decides on a business in Serbia, a subsidiary might be the proper business solution. A subsidiary in Serbia runs under the rules of a limited liability company, and the registration procedure starts once the parent company provides a declaration of intention for opening such entity, alongside with the Memorandum and the Articles of Association to the Business Registers Agency in Serbia. We are at your disposal with complete information about how subsidiaries can be established in Serbia and the requirements in this sense.
 

 

The activity of a Serbian company


The business legislation provides that a company can be established in Serbia for a definite or indefinite period of time. Its duration is stipulated within the Articles of Association. A company can perform any economic activities which are not prohibited by the law, regardless of their definition in the Articles of Association. The registration of a Serbian company is done with a special authority and it is conditioned by approval and consent. The Serbian Business Register Agency is the authority where the registration documents of a newly formed company are submitted. The founders of a company are responsible for the company in accordance with the business legislation. They choose the name and seat of the company and decide on the type of management. The company name should contain the legal form and the place where the head office of the company is located.


Company reorganization and association


A Serbian company can be reorganized at any time deemed appropriate by its owners/founders. The reorganization includes the change of the legal form of organization, of the status (merger, acquisition, division, and separation) and if it is the case of a company liquidation in Serbia. Companies in Serbia can also become associates, by means of the participation in basic capital or partners' share, by agreement and by contracts and share in capital as combined associated ventures. Associated companies in Serbia are recognized as a concern, holding company and mutual participation in capital.
 

How can a company be liquidated in Serbia?

 
For varied reasons, a company can be closed in Serbia, in agreement with the Law on Business Companies, and the Commercial code in this country and only based on the decision of the shareholders of the firm. In this matter, voluntary liquidation is suggested, in agreement with a legal advisor who can explain the related terms and conditions.
 
For more details about the company types in this country, you can contact our experts in company formation in Serbia.

 

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