Region
Eastern Europe & Central Asia
Income group
Upper middle income
Most populous city
Belgrade

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Starting a Foreign Business Details
This index evaluates the regulatory regime for business start-up.
QuestionAnswer
* Are your country's laws and regulations regarding the establishment process available online through a website of a public institution (e.g. Parliament, official gazette, etc.)? Y
What is the precise name of limited liability company (LLC) in your country (for example, LLC, private limited company, private limited liability company)in English ? Limited Liability Company (LLC)
What is the precise name of limited liability company (LLC) in your country (for example, LLC, private limited company, private limited liability company)in your principal official language (if different from English). Društvo sa ograničenom odgovornošću (d.o.o.)
Is Limited Liability Company (LLC) the most commonly used legal form for the establishment of foreign-owned companies? Yes
If no, what is the most common form of establishment of foreign companies in your country? N/A
* Does your country have any restrictions related to the composition of the board of directors of foreign owned but locally incorporated companies (nationality, ethnicity, race, gender, etc.)? No
If Yes, what is/are this/these restriction(s)? N/A
* Is a foreign-owned company required by law to establish its subsidiary through a local private sector third party (local counsel, notary etc.) or public entity (investment promotion agency)? Not required by law
Comment Usually local legal counsel is engaged in the incorporation although it is not required by law.
** Can a foreign-owned company expedite any of the establishment procedures through an official channel (fast-track procedure)? No
Comment N/A
* Is the investment approval/authorization a mere formality, only requiring submitting a notification to an appropriate authority? N/A
* Does your country give the investor the right to appeal the decision on the approval/authorization? N/A
* Is a minimum of projected annual sales required for an approval/authorization? N/A
If Yes, what is this minimum (in local currency units, LCU)? N/A
* Is there a limit on the period of validity of a foreign investment approval (separate from any operational licenses/permits that need to be renewed)? N/A
If Yes, what is the approval’s validity period (in years)? N/A
Additional Comments
* Do laws and regulations specify a time limit within which authorities must notify the foreign company of the result of its registration? Yes
If Yes, what is this time limit? 5
* If Yes, is this limit usually respected? Yes
Do laws and regulations specify that no response from authorities within this time limit can be interpreted as consent and registration complete (that is, silent/deemed approval)? Yes
* Is the company registration documentation downloadable online? Yes
* If Yes, can the investment registration documentation be submitted online? No
* Can the registration process be monitored online? (e.g., check the status of registration, etc.) Yes
Comment Regarding the company's registration documentation, the most important files and templates can be downloaded from the official website of SBRA.
* Can a foreign-owned company hold a commercial bank account in a foreign currency in your country? Yes
* If Yes, does a foreign-owned company have to seek approval/authorization before opening such an account? No
If Yes, which authority issues such approval/authorization (e.g., Ministry of Finance, Central Bank, etc.)? N/A
* If Yes, how long does it take, on average, to receive such an approval/ authorization? N/A
Comment A RSD currency account is obligatory.
* Does your country have a paid-in capital requirement for foreign-owned limited liability companies? Yes
* If Yes, is this requirement a different amount than the one for domestic companies? No
Comment
* Is your country party to the Hague Apostille Convention ? Yes
* Scored ** Bonus Question
Procedures (number): all procedural steps involved in establishing a wholly foreign-owned subsidiary. Both pre- and post-incorporation procedures that are officially required for a foreign investor to formally operate a business are recorded.

Time (days): the number of days needed to go through each of the procedural steps for establishing a subsidiary of a foreign company.

No.ProcedureTime to Complete (days)
1 1
2 * 1
3 1
4 3
5 1
6 1
7 5
8 1
* Takes place simultaneously with previous procedure.


Procedure 1 : 		Authentication / Regularization of the parent company's documentation overseas
Time to Complete (days) 1
Comments: The parent company's registration documentation (notarized and apostiled in the origin country) is required for submission to the Registers Agency and the commercial bank. In Serbia these documents need to be translated by the court translator as well as notarized in the court.


Procedure 2 : 		Notarize the memorandum of association and lease contract at the Basic Court
Time to Complete (days) 1
Comments: The company can obtain all forms on line. The required forms for the establishment of a company are: 1. Serbian Business Registries Agency - Request for registration of the company (application can be downloaded from the official web site (www. apr.gov.rs). 2. Commercial bank - Request for opening an account and Request for transfer of money from a temporary bank account on the company permanent account (requests can be taken in the commercial bank. 3. Tax administration - to obtain a tax identification number (PIB) - Form ПР-1 (form can be downloaded from the official web site www.poreskauprava.sr.gov.yu); for registration of the lease - Questionnaire (questionnaire can be taken in the Tax administration.); for VAT - Form ППДВ (Form can be downloaded from the official web site www.poreskauprava.sr.gov.yu); 4. Employment Fund - Forms E1, E3 5. Employees Pension and Disability Fond - to obtain ROD number - Form ROD 1. Form ROD 1 refers to the beginning, termination and changes in the business, for registration of employees - Form M1; 6. Health Fund - Form OPD (form can be taken only in the post office), Form M - application, change, and notice of health insurance (insured and uninsured health family members) - Form can be taken only in the post office. - The Notarization cost depends on the amount of capital and the value of the lease. The promoters must notarize at least four copies of the memorandum of association and the lease contract with the Serbian Business Registers Agency.


Procedure 3 : 		Open a temporary bank account; pay founding deposit or its part and all other fees
Time to Complete (days) 1
Comments: A temporary bank account will need to be established for the new company, so that the founder can pay in the initial capital. The founding deposit is paid to a temporary account at one of the commercial banks. The decision or contract of incorporation must be submitted to the chosen bank to open a temporary bank account. At least half of the initial capital is payable in advance, and the rest is due within 2 years of registration. After registration is completed, the funds are transferred to a company Giro-account, which may be used for business transactions. The company must obtain a payment slip from the bank.


Procedure 4 : 		Apply and obtain the registration certificate, tax identification number, pension fund (PIO Fund)and Health Fund certificates, certify the signatures (three copies) for opening bank account and register the employment contracts with the Employment Organiz
Time to Complete (days) 3
Comments: Under the Business Registration Law (effective July 2004), the company registration was transferred from the commercial courts to the Serbian Business Registers Agency (SBRA). Instead of two separate proceedings, the SBRA now issues the registration number and code of Republic Statistical Agency (RSA) simultaneously with the registration certificate. the Registry receives now the application for the Tax Identification Number (TIN) and issues the TIN; the local authority will however require certain documentation from the company but only after the company is validly registered. Moreover, pension fund (PIO Fund) and Health Fund certificates, certify the signatures (three copies) for opening bank accoun and register the employment contracts with the Employment Organization are done at the Business Registers Agency (SBRA) To register, the promoters must submit the following documents: - Set of registration forms. - Contract of incorporation (deed on establishment) or decision on the company founding with authenticated signatures of founder(s) that are notarized by the Municipal Court. - Decision of founders on appointment of the director. - Information on the founder(s) (i.e., registration documents if the founder is a legal entity or identity number and proof of registered residence if the founder is a physical person). If the documents are in a foreign language, they must be translated into Serbian by an authorized court translator. - Certified signature on the OP form of the director (or deputy director or other authorized person). - Evidence of payment of the administrative fee. - Bank confirmation that the capital has been deposited into to the temporary bank account or certified statement from the founder that the financial capital has been secured. - Optionally, power of attorney if an attorney-at-law files the registration. The SBRA will examine the request to determine whether it complies with current legislation and whether these documents are attached. The Registry publishes the company registration on the Internet.


Procedure 5 : 		Open a permanent business account with the commercial bank
Time to Complete (days) 1
Comments: The documentation for setting up a permanent business account with the commercial bank varies from bank to bank. The following documents are generally submitted: - Original or certified copy of the company’s registration with the SBRA (evidence of the company identification number and other relevant data). - Application for opening the permanent account. - Contract for depositing funds. - Tax number for PIB (residents only). - The bank-provided specimen card for legal entities (original). - Identity card of the founders (copy). - Incorporation deed (copy). At this point, the founders convert the personal bank account into the company’s bank account and deposit the minimum capital of EUR 500. Although the law allows for in-kind contributions (labor, machinery, or other assets), in practice, the founders are required to deposit the full amount in cash. According to the Law on Preventing Money Laundry (December 2005), the bank must identify the company when opening the account. The company that opens the bank account must submit to the bank the name, family name, date and the place of birth, and the residence of any individual who possesses at least 10% of shares or other rights that enable him or her to participate in managing the legal entity.


Procedure 6 : 		Make Stamp and seal
Time to Complete (days) 1
Comments: In order to obtain a stamp, the company has to provide a copy of the registration ruling to the stamp engraver.


Procedure 7 : 		Register with local tax authority
Time to Complete (days) 5
Comments: Within 15 days of the formal registration of the company before Commercial registry, the company will be required to file its tax application materials. It should submit all or some of the following documents to the local tax authority (requirements vary by authority): i) Registration certificate of the Business Registration Agency (copy); ii) Certificate of personal tax number (copy); iii) Employment contract with the general manager or company founder; iv) Completed registration form for VAT: Note that according to the Law on Value Added Tax (Official Gazette RS No. 84/2004, 86/2004, 61/2005), if total turnover for the next 12 months is projected at more than RSD 2 million, the company must submit a completed VAT registration form; v) Certified OP form; vi) Statement on employed workers; vii) Certified lists of taxpayer real estate, motor vehicles, and aircrafts; viii) List of all stores and numbers of fiscal cash registers; ix) Agreement concluded with the bookkeeping agency; x) Since an amendment to the Law on Added Tax in June 2008 (Official Gazette RS No. 84/2004, 61/2005 61/2007), the company's representative must submit to the tax authorities, besides the mentioned documents, the copy of the agreement on opening of permanent bank account and a copy of specimen card.


Procedure 8 : 		Register the employment contracts with the Employment Organization/Fund
Time to Complete (days) 1
Comments: Founders must submit and certify the following: i) The new Form M1, Application for insurance; ii) The old Form M1, Application of insurance and Application for establishing employment; iii) Form E1, Application on vacancy for working place along with the employee's medical-care booklet; iv) Form E3, Application for establishing or terminating employment; v) Form ROD 1, Application on beginning/ending/changing the terms of the payers of the contributions; vi) Employees' identity cards and employment contracts; vii) Copy of the Registration certificate has to be submitted.