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!

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.