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.

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.

Dissolution of a Serbian limited Liability Company is the procedure that is completed before Serbian Business Register Agency. This procedure is hard and rather complicated, which includes preparation of all acts necessary for conducting the dissolution procedure, filing relevant registration applications to the Business Registers Agency, as well as all other actions aimed at lawful implementation of the dissolution process.

What are the legal grounds for dissolution?

Dissolution before Serbian Business Register Agency can be done on 4 legal grounds:

1. After the dissolution or compulsory dissolution procedure has been carried out;
2. After the conclusion of bankruptcy proceedings;
3. In accordance with The Decision or Termination of the Founding of a Representative Office / Branch of a Foreign Company;
4. Due to a status change that results in the deletion of one of the participants from the Register.

If a company is deleted from the Register after the dissolution bankruptcy or status change process has been carried out, it is obliged to submit Extraordinary Financial Statement to the Register of Financial Statements and Credit ratings. In cases of deletion, branches of a foreign legal entities are also obliged to submit Extraordinary Financial Statements.

What is Extraordinary Financial Statement (the Statement)?

The Statement is to be submitted within 60 days from the date of preparation. It is to be submitted using the Agency’s special information system, in electronic form, by selecting the appropriate request, signed by a qualified electronic signature of the legal representative.

If the obligors does not submit the Statement through a special information system, but submit it in paper form, the Agency will inform the obligor in a special letter that the stated Statement has not been submitted in accordance with the Law on Accounting, in electronic form, and that it will not be processed or published on the website Agencies. Also, it must be signed by a qualified electronic signature of the legal representative.

This Statement consists of the following documents:

• Balance Sheet; and
• Profit and Loss Sheet.

What documents must be submitted in this process?

To successfully finish this procedure following documents must be submitted:

• Application for Deletion from the Business Register Agency, after the completion of the dissolution procedure,
• The Decision of the General Assembly to end the dissolution procedure,
• Statement of the Liquidator that the dissolution has been finished,
• Statement of the Liquidator that all obligations of the Company on the basis of reported claims have been fully settled and that no other actions are to be undertaken against the Company,
• Decision on Division of the Dissolution Residue of the Company,
• Decision of the company on the person to whom the books and documents are entrusted for safekeeping or the statement of the Liquidator on the name and address of that person,
• Proof of termination of tax liabilities issued by the competent Tax Authority, which is not older than five days at the moment of filing a request for deletion from the stated Register, pursuant to the provision of Article 29, paragraph 7 of the Law on Tax Procedure and Tax Administration.

If you want to know more on this topic, or you need assistance regarding dissolution of a Serbian Limited Liability Company, contact Asst Office team today!

Corporate Tax in Serbia is defined by the Law on Corporate Tax. Corporate Tax rate is proportional and uniform, and it is rated at 15%.

Unless otherwise stipulated by the International Agreement on Avoidance of Double Taxation, the Corporate Deduction Tax rated at 20% will be calculated and paid on income derived by a non-resident legal entity from a resident legal entity on the basis of:

1. Dividends and profit share in a legal entity, including the dividend referred to in Article 35 of this Law on Corporate Tax;
2. Compensation for copyright and related rights and industrial property rights (hereinafter referred to as: royalties);
3. Interest;
4. Compensation from the lease and sub-lease of real estate and movable property in the territory of the Republic;
5. Compensation from market research, accounting and auditing services and other legal and business consulting services, regardless of the place of their provision or use, or the place where they will be provided or used.

The Deduction Tax will also be calculated and paid on the income of a non-resident legal entity on the basis of performing entertainment, artistic, sports or similar programs in the Republic of Serbia, which are not taxed as income of individuals (performers, musicians, athletes, etc.), in accordance with the regulations governing the taxation of personal income.

Are there any exceptions?

The exception from above stated, can be find regarding the revenues generated by a non-resident legal entity from a jurisdiction with a preferential tax system on the basis of royalties, interest, fees on the lease and sub-lease of real estate and movable property in the territory of the Republic of Serbia, as well as fees on the basis of services, regardless of the place of their provision or use, that is, the place where they will be provided or used, the Deduction Tax is calculated and at the rate of 25%.

Additionally, Deduction Tax will not be paid on the income generated by a non-resident legal entity, that is, a non-resident legal entity from a jurisdiction with preferential tax system, from interest on debt securities issued in accordance with the law by the Republic of Serbia, Autonomous Province, a Local Government or the National Bank of Serbia.

When does tax return must be filed?

The resident legal entity is obliged to, within 3 days from the day of payment of the income to file a tax return. Non-resident legal entity – recipient of income, is obliged to submit a tax return to the competent Tax Authority within 30 days from the day of income generation, through a tax representative determined in accordance with the Regulations Governing the Tax Procedure and Tax Administration, in the Municipality in whose territory the real estate is situated, where the seat of a Company in which the non-resident taxpayer holds a share or securities that are the subject of sale, that is, the seat or residence of the taxpayer of the lease or sub-lease of movable property, depending on the basis of which the competent Tax Authority makes a Decision.

For all questions regarding Corporate Tax, Value Added Tax (VAT) or any other taxation feel free to contact Asst Office at any time.

If you want to register a limited liability company in Slovakia and start your business venture there, you will need to fulfill certain conditions and meet certain criteria.

Business name and business activity

First and foremost, you will need to decide what will be the name of the limited liability company and to find a legal address – business address – for the company. For legal seat – business address – you can find providers of Virtual Office Services or you can find a suitable office and rent it.

Next step is to determine the what type o business activity will your limited liability company perform – object of the business. In case you wish that your company performs more than just one business activity, it is possible, in accordance with Slovak Law, to register few business activities.

Shareholders

Each and every limited liability company must have a least one shareholder. This means that one company can have more than one shareholder, but minimum value of share that each shareholder holds must be at minimum of 750,00 EUR. If a shareholder is individual than he or she must provide copy of ID or passport where name, surname, date and place of birth, citizenship and residency are state. For legal entity to be registered as a shareholder you will need to provide Excerpt from Commercial Register or Business Agency Register where name of the entity, identification number and other relevant information will be stated.

Share capital

Minimum share capital is rated at 5.000,00 EUR, but before submitting Registration Application before Slovak Trade Register, only 2.500,00 EUR of share capital must be deposited. So, it is stipulated that only 50% of the share capital is deposited before registering a limited liability company. In addition to this, Slovak Law stipulate that, within this 50 % of total share capital, 30% of shareholder’s contribution have to be paid.

Other information

Once all these facts are determined, you will need to draft Company’s Articles of Association and other related documents and certify them before Public Notary.

Final steps after completing all of above stated includes, registering for tax income, opening a bank account for legal entity and registering before Social Insurance Company.

For business purposes most important taxes are Personal Income Tax – rated at 19% for wages up to 34.401,74 EUR and 25% for what exceeds that amount; Corporate income Tax – rated at 21%; and Value Added Tax (VAT) – rated at 20%.

If you want to register a company in Slovakia or you need any additional information on this topic, feel free to contact us and let us  assist you.

As a human resource professional, the scope of your position encompasses a wide range of responsibilities that are vital to the growth and culture of your company. Educating your staff, executing policies and procedures, onboarding new employees, and fielding questions on everything from time and attendance, to benefits, can capture most of your office time.

Due to this expansive list of responsibilities, hiring and recruiting becomes a challenge and often has to take a back seat to more pressing day to day tasks.

Recruiting and hiring viable candidates with appropriate experience, transferable skills, and passion is the cornerstone of building a company. When your company is moving forward in a new country or market, it is especially important to have a firm grasp of how to adapt your hiring process, how to determine a competitive salary range, reference checks, employment verification, and how you will blend your company’s culture with this new market.

If this is the next step in your company’s growth, then this is the tipping point where you would seriously consider partnering with a ‘one-stop’ recruitment service or a human resource management team. They can help you effortlessly navigate the hiring process in the new market your company is looking to explore.

Hiring a human resource management team has multiple benefits for the long-term growth of your company. Once you determine what type of employees you need and for what projects, a designated HR team will help filter candidates that fall within these parameters and guide you in the hiring and onboarding process.

• Are you looking to fill positions that would be remote?
• Are you looking for freelance professionals that would work on a project by project basis?
• Do you need short-term or long-term contract workers?

In a new country, all these questions can be answered with the help of an HR manager that will be able to provide a clear picture on what would work best for your company, while providing insight into ‘country specific’ labor laws and hiring practices.

The recruitment process is incredibly time-consuming, so the assistance of an HR manager will help your company work more efficiently by streamlining the process. That way, your focus can shift on interviewing and vetting only the most qualified candidates.

Additional hiring logistics such as work permits and visas can also be navigated by your point of contact HR manager/recruiter. Moreover, using a recruitment service gives you a continues database of qualified candidates. As new positions become available, your company will be able to fulfill staffing needs more efficiently.

While hiring HR management is an investment, in the long run, it will allow you to build stronger and more impactful teams, with a productive and centered company culture. Feel free to contact AsstOffice with any questions you may have. We are here to help.

A Power of Attorney or PoA is a legal document that gives one person or company authorization to make certain decisions or undertake specific actions on behalf and for the account of another person or company. Although in most cases PoA is given to Attorney at Law, other forms of PoA are known, as well.

Function of PoA

There are lots of different reasons why people make out a PoA. In most cases, PoA is given to Attorney at Law to make legal decisions or undertake legal action before Courts and other Government authorities. In other cases, people use a PoA to allow a principal to handle their financial affairs or to run a business on their behalf and for their account, either permanently or for a period.

What would we like to do for you through PoA?

When you decide to start a business in Serbia or some other country, you can authorize AsstOffice to reserve a business name for your company before Business Registers Agency, to draft Memorandum of Association, as well as to sign and before Public Notary certificate all Contracts, Decisions and other necessary documents regarding establishment and registration of the company, and in order to protect your interests undertake all legal actions in accordance with the Law, as well as to submit a Registration Forms, Amendments to the Registration Forms, and to take the Decision on Registration from Serbian Business Registers Agency.

Besides, this you can authorize AsstOffice to sign Contract on Dedicated Deposit and open a temporary bank account for paying prescribed share capital and sign Contract on Opening and Maintaining the Dinar and Foreign Currency bank account for your company.

Additionally, through PoA AsstOffice can manage a legal entity and therefore be empowered to act as Director or Legal Representative of the other legal entity, in this case, your company.

Furthermore, you can authorize AsstOffice to hire third parties, like one of our associates, to complete a specific task or undertake a particular action.

Durable Power

Duration of PoA can be temporary, for example, to do a particular task like recruitment and selection of candidates to employ in the company, or permanent like when you authorize AsstOffice to do accounting.

What is important is that you can revoke PoA when there is a need for that kind of action. Your security must always be at first place, and when you are signing a PoA be sure that all is stipulated in such a way that can not hurt you or your business.

If you have any questions or doubts regarding Power of Attorney feel free to contact us at any time.