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.

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.

The Serbian government has invested around $79 million in technical infrastructure to nurture start-ups, including initiatives like free work spaces and a focus on tech in universities. This, as well as the fact that export of ICT services of Serbia is worth more than 1.4 billion EUR and that it represents nearly 15% of Serbian GDP, shows that there are many reasons to incorporate an IT company in Serbia. Here we will mention just few of them.

1. Well educated and skilled employees

To begin, it is important to say that at every state University there is Faculty of Technical Sciences, where those from University of Novi Sad and Belgrade are ranked at Shanghai Ranking Lists. Beside knowledge of numerous programming languages, Serbian programmers are quite fluent in English. Also, it is not that uncommon that some of them speak third language, as well. Also, the fact that Serbia is ranked in top 5 countries in the world when it comes to Global Ecosystem for Affordable Talents and Activation Ecosystem for Blockchain. In addition to all of this, Novi Sad is considered to be capitol of IT sector in this region.

2. Favourable Taxes

To be honest, apart from having skilled employees, tax regime represents one of the most important parts when expending business to new market. Serbia has low corporate income tax rate for Tech start-ups. These start-ups enjoy stimulative Research and Development deduction and intellectual property box regime, also known as innovation box or IP box, tax regime rated at 3%. This means that star-ups pay very little for corporate income tax.

3. Developed Market

We firmly believe that if there is healthy competition everyone can benefit from that. Therefore, that Serbian has really developed IT market says a lot about opportunities that this country offers. We already mentioned skilled workforce and favourable taxes, being most important, but fact that many companies already have a strong presence at Serbian market tells a story of success of IT sector in Serbia.

4. Price / quality ratio

Maybe you already read that price of work is low in Serbia, and that prices in general are lower than in other countries in Europe. But what is more important is what you will get for your money. Beside affordable yet highly skilled workforce that you will most certainly find in Serbia, you will also find great office spaces and excellent infrastructure at lower price than in other countries in the region.

5. Future of IT in Serbia

As stated above, Serbian government is doing everything in their power to assure bright future for IT companies in Serbia. In order to secure constant influx of IT experts, computer science and informatics are as a compulsory subject in primary schools. Secondly, number of specialized IT departments in high schools is growing rapidly. Finals step is reform of higher education in the area of IT and expanding the educational capacity of future top experts in this field.

These would be 5 main reasons to incorporate an IT company in Serbia. In case that you have questions about how to register a company in Serbia, employment and labour law in Serbia and tax regime, contact our tax, legal and HR experts.