There are several reasons for termination of employment in Serbia, where some of them are less complicated than other. In accordance with Labour Law, employment is terminated:

1. due to the expiry of the term for which it was founded;
2. when the employee reaches 65 years of age and at least 15 years of insurance service, unless the employer and the employee agreed otherwise;
3. due to an Agreement between the employee and the employer – amicable termination;
4. termination of the employment contract by the employer or employee;
5. at the request of the parent or guardian of an employee under the age of 18;
6. death of an employee;
7. in other cases, stipulated by law.

When can the employer terminate employee’s employment?

An employer may terminate a employment contract for an employee if there are reasonable grounds for doing so relating to the employee’s ability to work and his or her behaviour.

Secondly, an employer may terminate a employment contract for an employee who, through his own fault, commits a breach of a work obligation. So, if employee negligently performs work responsibilities or misuse or exceed authority, employer has legal right to terminate employment contract.

Thirdly, an employer may terminate employment for an employee who does not respect work discipline. Thus, if employee unjustifiably refuses to carry out the tasks and carry out the orders of the employer in accordance with the law or abuse the right to leave due to temporary absence from work, employer can terminate employment.

Finally, an employee may terminate employment if there is a justifiable reason related to the needs of the employer, namely:

1. if due to technological, economic or organizational changes the need to perform a particular job ceases or the volume of work is reduced;
2. if employee refuses to conclude the Annex to the Contract.

Termination period

An employee whose employment contract has been terminated because he or she does not achieve the required results of work, or does not have the necessary knowledge and skills, is entitled to a notice period, which is determined by a General Act or employment contract, depending on length of service, which may not be shorter than 8 or longer than 30 days. The termination period begins on the day following the date of delivery of the Decision on Termination of the Employment.

If you need any additional information regarding termination of employment in Serbia contact legal consultant to determine if all important issues are regulated.

Banks in Serbia are independent in their pursuit of profit-oriented business activities based on the principles of solvency, profitability and liquidity. Banking system of the Republic of Serbia consists of the central bank or the National Bank of Serbia (NBS) and commercial banks.

The National Bank of Serbia is independent and autonomous in carrying out its tasks laid down by the NBS Law and other laws, and is accountable for its work to the National Assembly of the Republic of Serbia. Its primary objective is to achieve and maintain price stability. Without prejudice to its primary objective, the NBS also contributes to maintaining and strengthening of the stability of the financial system.

List of banks in Serbia authorized for performing international operations

• Addiko Bank AD Beograd;
• AIK Banka AD Beograd;
• Alta Banka AD Beograd;
• API Bank AD Beograd;
• Banca Intesa AD Beograd;
• Banka Poštanska Štedionica AD Beograd;
• Bank of China Srbija AD Beograd;
• Credit Agricole Banka Srbija AD Novi Sad;
• Direktna Banka AD Kragujevac;
• Erste Bank AD Novi Sad;
• Eurobank AD Beograd;
• Expobank AD Beograd;
• Halbank AD Beograd;
• Komercijalna Banka AD Beograd;
• Mirabank AD Beograd;
• Mobi Banka AD Beograd;
• MTS banka AD Beograd;
• NLB Banka AD Beograd;
• Opportunity Banka AD Novi Sad;
• OTP Banka Srbija AD Beograd;
• ProCredit Bank AD Beograd;
• Raiffeisen Banka AD Beograd;
• Sberbnk Srbija AD Beograd;
• Srpska Banka AD Beograd;
• UniCredit Banka Srbija AD Beograd;
• Vojvođanska Banka AD Novi Sad.

Representative offices of foreign banks

Beside banks that are registered in Serbia, several foreign banks registered its representative offices in Serbia. Those banks are:

• Atlas Banka AD Podgorica;
• Citibank N.A., South Dakota;
• Commerzbank AF., Frankfurt/Main;
• Deutsche bank Aktiengesellschaft, Frankfurt/Main;
• Eximbank Zrt.

If you want to start a business in Serbia, either through company formation or through registration of branch or representative office, you will have to open a bank account in one of the stated authorized commercial banks.

In addition to this these banks provide services such as opening a banks account of non-resident legal entity or natural person.

For more information on banking system in Serbia and on how to open a bank account for resident or non-resident contact Asst Office team.

Legalisation of Foreign Public Documents is done either on the basis of the he Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, the Apostille Convention, or by authentication by legalization.

Apostille

Apostilles are affixed by Competent Authorities designated by the government of a state which is party to the convention. A list of these authorities is maintained by the Hague Conference on Private International Law. To be eligible for an Apostille, a document must first be issued or certified by an officer recognized by the authority that will issue the Apostille.

Apostille is the only formality that, under the Convention, may be required so that public documents which have been executed in the territory of one Contracting State may be produced in the territory of all Contracting States, with the power of evidence of public documents of these states. It applies to the documents emanating from an authority or an official connected with the courts or tribunals of the State, including:

• court documents;
• administrative documents;
• notarial acts;
• official certificates which are placed on documents signed by persons in their private capacity, such as official certificates recording the registration of a document or the fact that it was in existence on a certain date and official and notarial authentications of signatures.

Authentication by legalisation

A state that has not signed the Convention must specify how foreign legal documents can be certified for its use. Two countries may have a special convention on the recognition of each other’s public documents, but in practice this is infrequent.

Otherwise, the document must be certified by the foreign ministry of the country in which the document originated, and then by the foreign ministry of the government of the state in which the document will be used; one of the certifications will often be performed at an Embassy or Consulate. In practice this means the document must be certified twice before it can have legal effect in the receiving country.

When the legalisation is not required?

The legalization of foreign public documents and Apostille is not required:

1. When there is a ratified international agreement on the exemption of certain foreign public documents from any kind of legalisation between two countries where the public document will be produced.
2. When documents issued in one country, based on de facto reciprocity, are not subject to legalization for use in other country.
3. When the state authority before which the public document issued in one will be used, does not require legalization;
4. When legalization is not possible due to the nature, character, or type of public documents (travel documents, identity cards, etc.), and when public documents relate to commercial, foreign trade or customs operations, i.e. accompanying the exported or imported goods, and are issued or verified by the competent Chamber of Commerce or customs authorities (customs declarations, invoices, certificates of customs supervision, origin, direct shipment, the end-user, etc.).

If you need more information regarding legalisation of foreign public documents or you need any assistance regarding this process, contact Asst Office.

There are a lot of acts and documents that one company will draft, write, sign and distribute. While some will be related to cooperation with Clients, Partners, Suppliers or Distributors, others will be concluded with employees, office landlords or banks.

The question is what acts and documents Serbian company has to keep permanently, who has access to company’s acts and documents, who has right to be informed with the content of those acts and documents and when can that right be denied?

Obligation to keep acts and documents

Serbian company is obliged to keep the following acts and documents:

• The Founding Act;
• Decision on registration of incorporation;
• General Acts of the company;
• Minutes of the sessions of the General Assembly and Decisions made by the General Assembly;
• Act on the formation of each branch office or other organizational part of the company;
• Documents proving the ownership and other property related rights of the company;
• Minutes of meetings of the Supervisory Board, if the management of the company is two-tier;
• Reports of the Director and the Supervisory Board of the company, if the management of the company is two-tier;
• Records of the addresses of Directors and Members of the Supervisory Board;
• Records of the addresses of Members of the company;
• Contracts concluded by Directors, or Members of the Supervisory Board if the management of the company is two-tier and Members of the company, or related persons with the company.

All of the mentioned acts and documents must be stored at headquarters or at another place known and accessible to all Members of company.

Who has right to be informed with the content of those acts and documents and when can that right be denied?

At written request, the Director is obliged to make available all previously mentioned acts and documents, the Financial Statements of the company, as well as other documents related to the business operations of the company or to the exercise of the rights of Members of the company, to each Member of the company, as well as to the previous Members, for the purpose of inspecting and copying at his own expense, during working hours.

Additionally, the Director is obliged to inform every Member of the company without delay about the relevant facts related to the company’s operations or the exercise of the rights of the Members of the company. Also, each Member of the company has right to request in written that Director within eight days from the day of receipt of the request, at the expense of the Member send him/her a copy of every decision made by the assembly.

Denial of the right of access to company acts and documents and of the right to information

In only two cases can Director deny stated right to the Member of the company, one being when there is a justifiable fear that this right would be exercised for purposes contrary to the interests of company, or for purposes that are not related to membership of the company. Second case is if significant damage could be done to the company or its affiliate.

To make sure that your company operates in accordance with law we would recommend to contact experienced legal and business consultant and ask for their evaluation and professional opinion.

The management of a Serbian company can be organized as one-tier or two-tier management. In the case of one-tier management, the organs of a company are the General Assembly and one or more Directors. On the other hand, in the case of two-tier management, the organs of a company are the General Assembly, the Supervisory Board and one or more Directors.

The General Assembly

The Assembly is composed of all members of the company. Unless otherwise provided in the Memorandum of Association, each member of the company has the right to vote in the General Assembly in proportion to the share, but that act cannot provide that the member of the company has no vote.

Its competence is very wide, and it includes making changes of the Founding Act, supervision the work of Directors and adopting Directors reports, if the management of the company is one-tier, election and dismissal members of the Supervisory Board and determines remuneration for their work, if the management of the company is bicameral. The General Assembly sessions may be regular and extraordinary, and they are convened by the Director, if the management of the company is one-tier or by Supervisory Board, if the management of the company is two-tier.

Directors

The company has one or more Directors who are legal representatives of the company. The number of Directors is determined by the Founding Act or by the Decision of the General Assembly. If the number of Directors is not determined by the Founding Act or by the Decision of the General Assembly, it is considered that the company has one Director.

The Director represents the company towards third parties in accordance with the Founding Act, the Decisions of the General Assembly and the instructions of the Supervisory Board, if the management of the company is two-tier. If the company has more than one Director, all Directors represent the company jointly, unless otherwise stipulated by the Founding Act or the Decision of the General Assembly of the company.

The director is entitled to remuneration for his work and may also be entitled to incentives through the allocation of shares.

The Supervisory Board

A member of the Supervisory Board must meet the conditions prescribed by the Company Law, such as to has business capacity and must not be employed in the company. Determining the business strategy of the company, establishment of the Company’s accounting policies and risk management policies and deciding on initiating the procedure and giving Power of Attorney to represent the company in dispute with the director are just some of the tasks that Supervisory Board in obliged to cope with.

If you are not sure whether to organize company as one-tier or two-tier it would be good to speak to legal consultant. Also, if you know how you want to organize but you need help to register a company experienced legal and business consultants can help you to set up business on firm grounds.

Autonomous Region of Madeira, or just Madeira, is one of the two autonomous regions of Portugal. it is well known for it is wine, gastronomy, historical and cultural value, flora and fauna, landscapes (laurel forest) that are classified as a UNESCO World Heritage Site, and embroidery artisans. But these are not the main reasons to start a business in Madeira.

Special status within European Union

Although Madeira is part of Portugal which is a Member state of the EU, due to its geographical situation Madeira is entitled to derogation from some EU policies despite being part of the European Union. Consequently, The International Business Center of Madeira (IBCM or MIBC), formally known as the Madeira Free Trade Zone was established.

Tax Benefits

Under the current set of tax benefits applicable to the MIBC tax benefits, the applicable corporate income tax rate for licensed companies is 5% of taxable income until the end of 2027. Non-resident single and corporate shareholders of Madeira’s IBC companies will benefit from a full exemption from withholding tax on dividend remittances from the Madeira companies, provided that they are not resident in jurisdictions included in Portugal’s “black list”. No withholding tax on the worldwide payment of interest, royalties and services. Documents, contracts and other operations requiring public registration carried out by IBC companies will benefit from an 80% exemption on stamp (capital) duty, provided that other parties involved are not resident in Portuguese territory or are also companies operating within the legal framework of the IBC of Madeira.

Incorporation of Trusts

The MIBC is the only jurisdiction in Portugal that allows the incorporation of trusts. In accordance with the law, in a Madeiran Trusts, the Settlor shall expressly designate the law that will regulate the Trust. Furthermore, and if desired, it is possible to substitute the chosen law at any time during the Trust’s existence.

The above means that any material change in the elected Law of the trust, will allow that the Trust Deed is simply amended and another Law preferred to regulate the same. If, on the other hand, the Trust would be actually located in said (initial) jurisdiction this would mean that the Trust would have to be re-domiciled (if permitted) or extinguished.

Nevertheless, trusts are not allowed to have, directly, pure financial activity. The following tax benefits apply for a trust incorporate within the MIBC:

• Trusts are fully exempt from taxation on dividends received from shares, royalties or interest received on the deposits;
• All (non-financial) income distributed from the Trustee to the Trust’s Beneficiaries is fully exempt of taxation provided these Beneficiaries are corporate entities licensed to operate within the MIBC or non-Portuguese resident entities/individuals.

International Shipping Register of Madeira

International Shipping Register of Madeira or MAR is directly linked to the MIBC, and offers unique operational advantages. Special tax benefits are applicable to both vessels (excluding fishing vessels), yachts, shipping and yachting companies incorporated in MIBC. These benefits are employee related benefits, benefits for yacht companies and flexible mortgage system applies to vessels register under MAR.

So if you are in trading or holding services, e-business or ICTs or in production, assembling and warehousing business Madeira is just the right place to start or relocate your business to. Apart from that if you are shipping or yachting company, Madeira offers all the benefits that you need.

 

If you are interested in opening a bank account of non-resident in Serbia as a foreign legal entity, here you will find a list of documents that you might will need to submit.

Necessary documents for payment account opening of non-resident

Necessary documents for payment account opening of non-resident are divided into two groups. In first group are documents provided by the bank, such as:

• Form for payment account opening of non- resident;
• Statement of Politically Exposed Person;
• Contract for the opening and maintaining of dinar/foreign currency payment account;
• Specimen of signatures for dinar/foreign currency payment account;
• Specimen of signatures for dinar payment account;
• Specimen of signatures for foreign currency payment account.

In the second group of documents there are documents that Client has to deliver to the bank:

1. Excerpt from registry of the domicile country for each foreign legal entity included in the Statement – original certified with apostille or copy certified by notary from issuer’s country and document apostille not older than 3 months. Translated into the Serbian language by court interpreter;
2. Excerpt from registry of the domicile country – foreign legal entity original or copy certified by notary from issuer’s country and apostille of document and translation into the Serbian language by court interpreter;
3. Act on appointing the person authorized for representation – original certified with apostille and copy certified by notary from issuer’s country and with apostille, not older than 3 months;
4. Certificate of persons “Authorized signatories” -original certified with apostille or copy certified by notary from issuer’s country and with apostille of document. Translation into the Serbian language certified by court interpreter – not older than 3 months;
5. ID or passport – authorized person or procurator.

Also, it is important to state that in some occasions bank may request additional documents to be submitted.

Important information is that in most cases all of this can be done through Power of Attorney, and without your presence. But, on some occasion bank officials do require that director or some other legal representative of the company is present for this procedure.

If you need more information regarding opening a bank account of non-resident in Serbia, or is some other country included in our Asst World pregame, contact Asst Office team.

A Joint Stock Company is a company whose share capital is divided into shares that have one or more shareholders who are not responsible for the company’s liabilities. Consequently, a Joint Stock Company is responsible for its liabilities with all its assets. Beside this general information there are many other that are important and have to be taken into account when we are answering on the question how to register a Joint Stock Company in Serbia.

What documents are needed to complete this procedure?

List of documents that are needed to complete this procedure is quite long one. Therefore, here we will just mention them, and we will not go through every document. Having said that, the list of needed documents is as follows:

1. Registration Application for the establishment of legal entities and other entities and entry in the unique register of taxpayers – joint stock company,
2. Founding Act of the Company with certified signatures of members of the Company,
3. Memorandum of Association of the Company signed by the members of the Company,
4. Credit Institution’s Confirmation of the paid-in shares in cash, or the valuation of an authorized non-cash value appraiser or a certificate from the competent authority of the non-cash value assessment in accordance with the law,
5. Several different Decisions, for all facts not stipulated by the Founding Act,
6. Proof of payment of the state fee.

Shareholders who are founding a Joint Stock Company must sign the Founding Act, and their signatures are certified in accordance with the law governing the certification of signatures before the Public Notary. The founding shareholders also sign the first Memorandum of Association.

What is the minimum share capital of a Joint Stock Company in Serbia?

Subscribed shares that are paid in cash in accordance with the founding act shall be paid prior to the registration of the establishment in a temporary account with a commercial bank in the Republic of Serbia. Prior to the registration of the company, the shareholders who set up the company are obliged to pay or deposit deposits representing at least 25% of the share capital, whereby the paid-up amount of the cash part of the share capital may not be lower than the amount of the minimum share capital amounting to 3.000.000,00 RSD ( around 25.500,00 EUR).

What does the Memorandum of Association have to stipulate?

The Memorandum of Association of a Joint Stock Company contain in particular:

1. Business name and registered office of the company,
2. Predominant activity of the company,
3. Information on the amount of subscribed and paid-up share capital, as well as data on the number and total nominal value of authorized shares, if any,
4. Essential elements of the issued shares of each type and class in accordance with the law governing the capital market, and in the case of shares that do not have the nominal value and the amount of the share capital for which they have been issued, or accounting value, including any obligations, restrictions and privileges related to each class of actions,
5. Types and classes of actions,
6. Special conditions for the transfer of shares,
7. The procedure for convening a General Assembly,
8. Determining the organs of the company and their scope, the number of their members, regulating in more detail the manner of appointment and recall of these members, as well as the decision-making methods of those bodies.
9. Other information in accordance with the Company Law or other competent Law.

If you need any additional information on how to register a Joint-Stock Company in Serbia, or you wish to know more on this topic in general, feel free to contact our team.

When registering a business, especially when registering Limited Liability Company or Joint Stock Company, the share capital is one of the most important parts of the process. This is also true when we talk about the share capital of the Serbian company. Due to complexity here we will resent basic information regarding share capital for Serbian Limited Liability Company.

What is minimum share capital for Limited Liability Company in Serbia?

The minimum share capital of a company is at least 100,00 RSD (around 0.87 EUR), unless a special law provides for a larger amount of share capital for companies performing certain activities. The members of the company are obliged to pay the registered founding capital within 5 years from the date of registration of the Founding Act. This means that you can register a company without previously paying share capital.

How can share capital be increased?

There are 5 different grounds on which the share capital of the Serbian Company can be increased:

• new contributions of existing members or members joining the company;
• converting reserves or profit of the company into share capital;
• converting of claims from the company into share capital;
• status changes that result in an increase in share capital;
• conversion of additional payments into share capital.

How can share capital of the Serbian Company be decreased?

The share capital of a limited liability company may be reduced, but not below the minimum share capital in following situations:

• to cover losses of the company;
• to create or increase the Company’s reserves to cover future losses or to increase its share capital from the Company’s net assets;
• in the cases referred to in Article 46, paragraph 3 and Art. 155 (withdrawal and cancellation of shares) and 159 (disposing of own share) of Company Law;
• in case of cancellation of the reserved own share.

The share capital of a company is considered to be a decreased on the day of registration in the Register of Business Entities.

What documents you need to submit depend on the legal ground on which share capital is being increased or decreased.

If you want to know more about how to increase or decrease share capital in Serbian company, what documents are needed to complete company formation process, what are state fees and how long procedures last, contact Asst Office and we will provide you with all necessary information.

Working time in Serbia is defined as the period of time during which the employee is obliged, i.e. available to perform tasks according to the orders of the employer, at the place where the work is to be performed. It is also possible that the employee and the employer agree that one period of working time within the agreed working hours shall be performed by the employee from home.

What types of employment there are in Serbia?

There are two types of employment in Serbia: full time and part time. The standard for full time employment is 40 hours per week, as stipulated by Labour Law. Employer can determine by General Act that full time work is shorter than 40 hours, but not shorter than 36 hours per week. Employee that works shorter than 40 hours per week still has all employments right as if he is working 40 hours per week.

On the other side, part time employment is referred as working shorter than stated 40 hours, or in mentioned situations 36 hours, per week.

Additionally, employee who works in particularly difficult, arduous and unhealthy jobs, that are determined by Law or General Act, on which despite the implementation of appropriate safety and health measures, personal protective equipment and or other equipment has an increased adverse effect on health of the employee – shortening of working time is proportional to the adverse effect of working conditions on the health and working capacity of the employee, and up to a maximum of 10 hours per week (jobs with increased risk).

Working time schedule and redistribution of working hours

As a rule, a working week lasts five working days, where one working day last for 8 hours. The employer with whom the work is performed in shifts, at night or when the nature of the work and the organization of work requires it – can organize the working week and working hours in another way.

The employer may redistribute working hours when required by the nature of the business, the organization of work, better use of means of work, the more rational use of working time and the execution of certain work within the set deadlines. It is important to know that redistribution of working time is not considered as overtime.

Night work and work in shifts

Work performed between 10 pm and 6 am the following day is considered night work. For an employee who works at night for at least three hours each working day or one third full-time during one working week, employer shall be obliged to ensure that work is carried out during the day if, in the opinion of the competent health authority, such work would lead to a deterioration of his health condition.

Shift work is the organization of work with an employer according to which employees in the same jobs are shifted according to a fixed schedule, whereby shift shifts can be continuous or intermittent for a specified period of days or weeks.

All of this is stipulated by Labour Contract between employer and employee. That is why you should make sure that you do everything in accordance with Labour Law, and check with legal consultant all aspects of Contract with employees.