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How to Start a Limited Liability Company (LLC) in Serbia

How to Start a Limited Liability Company (LLC) in Serbia
Prof. Dr. Jelena Šogorov Vučković Legal & Banking Consultant

Choose the Appropriate Name for Your Company

The company name must contain the business name, legal form, and place where the head office of the company is located, for example, AsstOffice LLC Novi Sad. Also, when choosing a business name, you should pay attention to whether your business name is identical or similar to the business name of another company.

Therefore, you should make sure that business name you want is available and that it differs from other business names by at least three characters. In case your business name is available, and in accordance with regulation, we suggest that you reserve that business name. By doing so, you will be certain that no one will register another company by that name. The name reservation is valid for 60 days.

Draft Memorandum of Association

There are two different types of Memorandum of Association, which represent the constitutive act of every Company. One is Decision on Establishment of Limited Liability Company, and it is drafted when only one person is the founder of the Company. Another one is Agreement on Establishment of Limited Liability Company, and it is drafted when two or more people stated as founders. When drafting these documents there are obligatory elements, prescribed by the Company Law, which must be included in every Decision or Agreement.

Notarize the Signature(s) of the Founder(s)

It is stipulated by the Company Law that the signature(s) of the founders must be notarized before a public notary. We recommend notarizing at least 4 copies of the constitutive act, one for the public notary, one for the chosen bank, one for Business Registers Agency and one to keep in your files/folders.

Pay Prescribed Share Capital

Before going to Business Registers Agency to submit all the document, you must pay a prescribed share capital for the company, whether monetary or non-monetary. Minimum share capital according to Serbian Company Law is 100,00 RSD, around 0.83 EUR unless a larger amount is stated by the Law for specific business activity. Bank will open a temporary account for this transaction and will issue a Proof of Payment.

Prepare Registration Forms and Submit the Paperwork to Business Registers Agency

Business Register Agency represents government One Stop Shop Registration System. Before submitting all the previously drafted, notarized and prepared documents, together with Proof of Payment, Registration Forms must be filled and state fees must be paid, as well. When you submit all these documents to the Business Register Agency, it takes 3 to 5 days for them to make Decision on Registration of the Company.

Open a Bank Account

Company Formation in Serbia is completed by opening a bank account for a newly registered company. Usually, a permanent bank account is opened at the same bank where you paid prescribed share capital, but it is not obligatory. This means that you can open a temporary bank account for prescribed share capital in one bank, and a temporary company bank account in a different bank.

Choose an Accountant

Although this may not seem like part of the process of company formation and registration, we at AsstOffice want to make sure that all the aspects of your business are satisfied. Therefore, it is our professional opinion that accounting services are an important part of running a successful business and that is why we recommend choosing an accountant during the process of company formation. All of this can be done without you being in Serbia, through Power of Attorney. So, contact us for any additional information.