Establishment (registration) of the limited liability company (LLC) – Law Office Belgrade Serbia Knezevic
The registration of a limited liability company (LLC) in Serbia is carried out in the Business Registers Agency (BRA). The shareholder of an LLC in Serbia can be a natural or legal person, both domestic and foreign. LLC in Serbia may be established by one or more shareholders. The LLC management can be organized as one-tier or two-tier. One-tier management means that the company is managed by one or more directors, while two-tier management means that the company has a supervisory board in addition to one or more directors.
Share capital of limited liability company in Serbia – Law Office Belgrade
Limited liability company in Serbia must have a registered share capital, which may be monetary and non-monetary. Share capital does not have to be paid in or entered immediately upon the establishment of an LLC, but can be paid in within five years from the date of adopting the Memorandum of Association of LLC. According to the Companies Law, the minimum share capital of LLC is RSD 100 (less than 1 EUR). LLC must have a registered business name (consisting of the selected name, the LLC abbreviation and the location of the company’s seat). The name of a limited liability company in Serbia must be such that it differs in legal transactions from the name of other already registered legal entities so as not to cause misconception about the identity with other legal entities. Limited liability company in Serbia must also have a registered address of the seat, as well as a registered main activity i.e. the specified code and the name of the activity the limited liability company intends to perform. LLC, however, is not bound only to that activity, but may also perform all other legally permitted activities (provided it obtains a special permit for certain activities when required).
Business name, address of the seat and main activity of limited liability company (LLC) in Serbia – Law Office Belgrade
LLC must have a registered business name (consisting of the selected name, the LLC abbreviation and the location of the company’s seat). The name of a limited liability company must be such that it differs in legal transactions from the name of other already registered legal entities so as not to cause misconception about the identity with other legal entities. LLC must also have a registered address of the seat, as well as a registered main activity i.e. the specified code and the name of the activity the LLC intends to perform. LLC, however, is not bound only to that activity, but may also perform all other legally permitted activities (provided it obtains a special permit for certain activities when required).
Director of limited liability company (LLC) in Serbia – Law Office Belgrade
Each LLC is obliged to have at least one registered legal representative, that is, the director of the company, but may also have several directors. The powers of the director may be limited by the mandatory co-signature, which, however, affects third parties only if it is registered before the BRA. In addition to legal representatives, an LLC can also register other representatives and a procurator.
Documentation for registration of limited liability company (LLC) in Serbia – Law Office Belgrade
–Application for the establishment of a company – can be found on the BRA website;
–Memorandum of Association (Decision for single-member LLC or Agreement for multimember LLC) with the specimen signatures of company’s shareholders. Memorandum of Association most often includes the appointment of the company director; otherwise, a separate decision on the appointment of a director must be submitted;
– A copy of ID card or passport (in case of a foreign natural person), both for company’s shareholders and company’s directors;
– Specimen signature for the director of limited liability company;
–Bank confirmation on the payment of a monetary share capital if it is paid before the establishment of LLC or shareholders agreement on the valuation of the non-monetary share capital or valuation of the non-monetary share capital if it is entered into the company before the establishment;
– Administration fees for the establishment of LLC and the publication of Memorandum of Association.
May a shareholder of LLC be a foreign legal entity?
If the founder of an limited liability company in Serbia is a foreign legal entity, it is necessary to submit an excerpt from the business registry of the state of the legal entity. Documentation issued by a competent authority abroad or certified by the certification authority abroad must be supplied with an apostille if it is a state signatory to the Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents, unless there is a bilateral agreement on mutual recognition of public documents without legalization concluded between the relevant state and the Republic of Serbia.
For the end
After the registration of the limited liability company before the BRA, the LLC must open a bank account and file a tax return before the relevant tax administration authority.
On behalf of the shareholder, the entire procedure for the establishment of a company can be carried out by a law office under a power of attorney. Our law office in Belgrade represents its clients in the procedure of incorporation of limited liability company in Serbia, so please feel free to contact us.
