Company Formation in Serbia
Service Name
Start
Pro
Elite
Company Name Check and Reservation
Company Formation including Government Fees
Company Secretarial Services for the First Year
Incorporation Documents Package
Registered Office Address for 1 Year
Corporate Bank Account Opening
–
Assistance with VAT Number Registration
–
–
Total Cost
€2150
€2750
€3250
Company Formation in Serbia: A Strategic Guide for Business in Southeast Europe
Serbia has become an increasingly attractive destination for company formation, especially for IT, manufacturing, and logistics businesses. With its strategic location at the crossroads of Central and Southeast Europe, a skilled and cost-effective workforce, and a government committed to a pro-business environment, Serbia offers a compelling platform for entrepreneurs and corporations seeking to expand their presence. This comprehensive guide will walk you through the entire process, from understanding the core benefits to navigating post-incorporation compliance. Mastering the Serbian company registration process is a crucial step towards building a successful and tax-efficient business in the region.
Why Choose Serbia for Company Formation?
The most common and popular business structure in Serbia is the Limited Liability Company (Društvo sa ograničenom odgovornošću, d.o.o.), which is the equivalent of a UK LTD. It offers a range of significant advantages that attract a wide variety of businesses.
Favorable Tax Regime: Serbia offers a competitive corporate income tax rate of 15%. This is one of the lowest in the region. Additionally, Serbia has an extensive network of double tax treaties with over 60 countries, which helps to prevent double taxation on international income. For companies with intellectual property, a special incentive known as the IP Box regime allows for a significantly reduced tax rate on income generated from copyrighted software and other IP.
Strategic Location: Located at the intersection of major European transport corridors, Serbia provides easy access to both EU and non-EU markets. Its proximity to key trading partners makes it an ideal hub for logistics and trade.
Skilled and Cost-Effective Workforce: Serbia is renowned for its highly educated and multilingual workforce, particularly in the IT and engineering sectors. The labor costs are significantly lower compared to Western European countries, providing a competitive advantage.
Straightforward and Efficient Process: The company formation process is highly streamlined and managed by the Serbian Business Registers Agency (Agencija za privredne registre, APR). Most procedures can be completed in a few days, and a fully digital process is also available.
Limited Liability Protection: The d.o.o. structure provides shareholders with limited liability, protecting their personal assets from the company’s debts and liabilities.
Pre-Incorporation Checklist: What You Need to Know
Before you initiate the company registration process, several key decisions and preparations are essential.
Choosing a Company Name: The company name must be unique and not be identical or misleadingly similar to an existing one in the APR. The name must also indicate the legal form, such as “d.o.o.” A preliminary search can be performed online.
Appointing Directors and Shareholders: A Serbian d.o.o. requires at least one shareholder and one director. There are no residency requirements for shareholders or directors, making it a highly flexible option for non-residents.
Defining the Registered Office Address: Your company must have a registered office address in Serbia. This is the official location for receiving legal documents and correspondence. Many companies, especially non-residents, use the services of a professional company formation agent to provide this address.
Determining the Share Capital: The minimum share capital for a d.o.o. is just RSD 100 (Serbian dinar), which is less than €1. While the minimum is very low, a higher capital may be required for specific business activities or to gain credibility with banks and partners.
Preparing Legal Documents: The primary legal document is the Memorandum of Association (or Articles of Association), which must be prepared and signed by the founders. Signatures must be notarized.
The Company Formation Process: A Step-by-Step Guide
The Serbian company incorporation process is managed by the Business Registers Agency (APR). The most efficient method is to work with a professional legal firm or corporate service provider.
Preparation and Notarization of Documents: The founders must draft and have their signatures on the Memorandum of Association notarized by a Serbian notary public.
Payment of Share Capital: While the minimum share capital is low, it must be paid into a temporary bank account opened in the company’s name.
Submit the Application: The application, along with the notarized documents and proof of share capital payment, is submitted to the APR.
Tax and Statistical Registration: The APR will automatically register the company with the Serbian Tax Administration and the National Business Register, assigning a Tax Identification Number (TIN) and a unique registration number.
Awaiting Approval and Issuance: The APR reviews the application. The processing time can vary but is generally fast, often completed in a few business days.
Receive the Certificate of Incorporation: Upon approval, the APR issues a Certificate of Incorporation, which is the official legal document that proves your company’s existence.
Request more information
Post-Incorporation Compliance and Obligations
The responsibilities of a Serbian d.o.o. continue after formation. Failure to meet these obligations can result in fines and legal action.
Annual Financial Statements: Serbian companies are required to prepare and file annual financial statements with the APR. The company’s financial year ends on December 31st, and the statements must be prepared and filed within six months.
Tax Filings: The company must submit monthly or quarterly VAT returns (if registered for VAT) and an annual corporate income tax return to the Serbian Tax Administration.
Social Security Registration: If the company has employees, it must register with the Serbian Social Security Fund and pay social security contributions.
Maintenance of Statutory Registers: You must maintain a set of internal registers, including a register of directors, shareholders, and beneficial owners.
Practical Considerations for International Founders
For those based outside Serbia, setting up a company is straightforward but requires careful planning.
The Role of a Professional: While the process is streamlined, engaging a reputable corporate service provider or law firm is crucial to ensure a smooth formation process and ongoing compliance, especially for foreign founders who may not be familiar with the local legal framework.
Banking Challenges: Opening a business bank account for a newly formed Serbian company can be challenging, particularly if the beneficial owners and directors are non-residents. Banks have strict KYC (Know Your Customer) and due diligence procedures.
Tax Residency: A company’s tax residency is determined by where its “central management and control” is exercised. While a Serbian-incorporated company is usually a Serbian tax resident, if its key decisions are made abroad, it may be deemed a tax resident of another country, which can lead to complex tax issues.
Conclusion
Company formation in Serbia offers a highly strategic and cost-effective pathway for international entrepreneurs and businesses. The combination of a favorable tax regime, a low minimum share capital, and a highly skilled workforce provides an exceptional platform for global operations. By understanding the straightforward incorporation process and committing to ongoing compliance, you can successfully leverage the power and credibility of a Serbian d.o.o. to achieve your business goals.
FAQ
The most popular structure is the Limited Liability Company (d.o.o.), which is equivalent to a UK LTD. It is widely used by both local and international businesses due to its flexibility and limited liability protection.
No, there are no residency requirements for either directors or shareholders. This makes Serbia a very flexible option for foreign investors and non-residents.
The minimum share capital for a d.o.o. is just RSD 100 (Serbian dinars), which is less than €1. While the minimum is very low, a higher amount may be needed to establish credibility.
The process is managed by the Serbian Business Registers Agency (APR). It is highly streamlined and can often be completed in as little as 3-5 business days once all notarized documents are submitted.
Serbia offers a competitive flat corporate income tax rate of 15%. This is one of the lowest in the region. Additionally, companies with intellectual property may qualify for an IP Box regime with a significantly reduced tax rate.
You must file annual financial statements with the APR and submit an annual corporate income tax return to the Serbian Tax Administration. If applicable, you also need to file monthly or quarterly VAT returns.
Yes, you must open a temporary bank account to deposit the minimum share capital. After the company is registered, this account is converted into a full business account.
Free consultation
Send Request
Submit your request now — we’ll respond within 2 minutes!