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Acts and Documents of Serbian Company

Acts and Documents of Serbian Company
Milan Šogorov Attorney at Law - Legal Consultant

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.

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How to Register a Branch Office of a Foreign Company in Serbia

How to Register a Branch Office of a Foreign Company in Serbia
Vuk Vučković Attorney at Law - Legal Consultant

Both domestic and foreign companies can register their Branch Offices in Serbia, and to understand how to register a Branch Office of a foreign company in Serbia it is important to follow certain steps and submit certain documents. Also, it is important to stat that in accordance with the Foreign Exchange Law, branches of foreign companies are considered residents and operate through their resident bank accounts in Serbia.

What steps have to be followed to complete this procedure?

First of all, competent body of foreign company must adopt a Decision on forming branch office in Serbia. Depending on the company’s structure this Decision can be adopted by the General Assembly, Manager, Board of Directors, etc.

After this, legal representative of stated foreign company must provide Statement on taking responsibility for all obligations of a branch office. This Statement must be notarized before Public Notary and translated into Serbian language.

What documents are needed to complete this procedure?

Beside above-mentioned Decision and Statement, following documents are needed to successfully complete procedure of registering a Branch Office of a foreign company in Serbia:

  • Registration form (Serbian Business Register Agency);
  • Excerpt from Business Register where company has been registered translated into Serbian;
  • Proof of bank account numbers of foreign company;
  • Proof of paid state fee.

Branch office must have predominant activity which is to be registered and can perform all other allowed activities. Branch office is not a legal entity but in taxation sense has a status of resident (important for a Profit Tax rated at 15% in Serbia).

All stipulations that refer to Limited Liability Company also apply for Branch Offices.

If you need more information on  how to register a Branch Office of a foreign company in Serbia, or you want to register Limited Liability Company or any other form of company contact Asst Office today, and let us guide you through this process and assist you to establish business in Serbia.