Procedure for registering and opening business firm in Serbia we have already explained in our comprehensive guide, but to make the topic of starting a business in Serbia complete, it is necessary to address the main questions and concerns related to opening a company from abroad and without coming to Serbia.
Opening a company in Serbia can be done by domestic or foreign individual as well as by domestic or foreign legal entity. In practice there is a dilemma whether a foreign individual can open a company in Serbia remotely, i.e. without coming to Serbia at all.
Is it possible to start a business in Serbia remotely?
To answer this question simply – yes! There is a possibility to establish and register a company in Serbia through special power of attorney given to the lawyer in Serbia. Moreover, the procedure of opening a company in Serbia remotely is not at all more complicated and complex procedure in comparison to establishing a firm in Serbia while physically present.
The whole procedure is still conducted before Serbian Business Registers Agency and the only difference is that documents that are usually signed by founder of the company are to be signed by attorney via special power of attorney. Moreover, in case founder has electronic signature, it is possible to sign documents using such electronic signature.
If this is not the case, still there are no obstacles to conduct the process of establishing a company in Serbia from abroad. One additional step in this procedure is sending the original of special power of attorney to Serbia, in which case you will additionally bear only the cost of postal service.
The first step towards establishing a company in the Republic of Serbia
Regardless of whether the person is a Serbian citizen or a foreigner, and whether the company registration is done in Serbia or from abroad, the first steps in starting a business involve choosing the legal form of the future company.
The legal forms of a businesses in Serbia are:
- LLC – limited liability company
- Joint – stock company
- Partnership
- Limited partnership
- Entrepreneur
- Branch
- Representative office.
After selecting the appropriate legal form (which your lawyer can advise you on), you need to choose the company’s name as well as the appropriate activity code.
Next step is preparation of necessary documentation by your attorney at law, namely Memorandum of Association, decision on appointment of the director, application form for registration, etc. In case of opening company in Serbia from abroad, your lawyer will sign all those documents on your behalf, in accordance with special power of attorney.
What is necessary to open a company in Serbia from abroad
There are certain procedures and steps in which a lawyer in Serbia helps you to remotely open a business in Serbia.
By that we mean:
- Signing special power of attorney: this power of attorney should be sent in original to attorney at law from Serbia;
- Preparation of Memorandum of Association: thisdocument shall contain all relevant information on company;
- Virtual office: this service may significantly ease the business operations at the initial phase;
- Preparation of application for registering a company: application is submitted to the Serbian Business Registers Agency;
- Opening a bank account: after incorporation of the company, procedure for opening a company’s bank account should be initiated.
Special power of attorney
Attorney at law from Serbia will draft a special power of attorney for opening a company in Serbia. Future founder of the company shall sign such power of attorney and notarize it before the public notary in his country.
During this step it is important to pay attention to additional actions that might be needed in order for such power of attorney to be accepted before the authorities in Serbia.
Namely, depending on the country where the special power of attorney was signed, it might be needed to:
- Conduct the process of full legalization of documents or
- Obtain apostille stamp for Serbia.
Besides these two scenarios, there might be the third one – neither full legalization nor apostille might not be needed, in accordance with concluded bilateral agreements between Serbia and state in which the notarization is done. In that sense, following countries are only some that have concluded bilateral agreements with Serbia by which there is no need to obtain apostille:
- Austria;
- Belgium;
- Italy;
- Croatia;
- Russian Federation;
- Poland;
- UAE;
- Slovakia;
- Czech Republic;
- Greece;
- Bulgaria.
After signing and notarizing the power of attorney, it shall be sent to the lawyer in Serbia in order to organize the translation to the Serbian language and be able to start the process of registration of the company.
Memorandum of Association
This document prescribes all important information about company, from chosen legal form, business name of the company in Serbia, number of directors, information about the founder and share capital, activity code as well as address of the company.
Of course, those are only some of the provisions contained in MoA. In practice there is a common question whether the founder and director can be the same person and the answer is – yes. Not only that is possible, but it is the most common situation in practice.
Virtual office
Having in mind the fact that a process of opening a company in Serbia is conducted from abroad, and in order to minimize the costs of business operations at initial stage, there is no need to buy or rent business space. Instead of that, service of virtual office in Belgrade, Serbia can be convenient.
This service encompasses a set of administrative services, from registering company’s seat at this address, receiving and administering post, notifying on received post and other significant administrative procedures. When choosing this service, it is important to pay attention whether the holder of virtual office is familiar with all necessary regulations and whether administration services can be handled in a proper manner.
Registration form
Next step is preparation of registration form that is to be submitted to the Serbian Business Registers Agency (SBRA).
SBRA issues a decision on incorporation within maximum period of five working days.
Opening a bank account
Opening a bank account in Serbia can be also conducted through special power of attorney given to the attorney at law. This procedure begins with choosing the bank that fits your needs the most and initiating the procedure for opening a bank account. When opening a company’s bank account, you may choose to open dinar (RSD) account as well as foreign currency account if company is going to receive funds from abroad in foreign currency.
Documents that need to be submitted to the bank when applying for opening a bank account are:
- Decision on company incorporation;
- Passport or identity card of the director/founder;
- Signature specimen card for the bank (deposit card);
- Any additional documentation required by the bank.
Advantages of establishing a company in Serbia
Opening a company in Serbia is tempting not only due to the quick procedure but also having in mind low costs that follow this procedure. Besides this, establishing a company in Serbia offers numerous advantages, including a favorable tax system (tax rates are lower than in some EU countries – the corporate income tax rate in Serbia is 15%), strategic geographic location and access to both EU and non-EU markets.
Further to this, there are numerous government incentives and growing investment opportunities, which is why Serbia provides a business-friendly environment for entrepreneurs and companies looking to expand. Last but not least, the possibility to open a company in Serbia from abroad, without even coming to Serbia is also great advantage.
If you are still not sure whether registering a company in Serbia is good idea, then guideline for investing in Serbia might help you to reach a decision.
Costs of opening a company in Serbia from abroad?
The prices of establishing a company in Serbia depends of many factors, such as structure of the company, planned business activity etc. However, there are fixed administrative fees for:
- submitting the registration form to the Serbian Business Registers Agency,
- obtaining electronic certificate in Serbia ;
- notarization of documents before the public notary in Serbia;
- translation by the official court translator.
Opening company in Serbia remotely – conclusion
Nowadays it is common situation that clients choose to establish a company in Serbia remotely – by giving power of attorney to lawyer from Serbia. Not only that it is more cost-effective, since you do not have an initial cost of coming to Serbia, but it is a simplified process in expanding your business.
Our experienced legal team is ready to provide you with full legal support in this process and assist you in any part of the process.
This article is for informational purposes only and does not constitute legal advice. If you need additional information regarding the topic in question, please feel free to contact us by email at office@ncrlawyers.com or by phone at +381677049551.
