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How to Register a Joint-Stock Company in Serbia

How to Register a Joint-Stock Company in Serbia
Vuk Vučković Attorney at Law - Legal Consultant

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.

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The Share Capital of the Serbian Company

The Share Capital of the Serbian Company
Prof. Dr. Jelena Šogorov Vučković Legal & Banking Consultant

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.

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How to Start a Limited Liability Company (LLC) in Serbia

How to Start a Limited Liability Company (LLC) in Serbia
Prof. Dr. Jelena Šogorov Vučković Legal & Banking Consultant

Choose the Appropriate Name for Your Company

The company name must contain the business name, legal form, and place where the head office of the company is located, for example, AsstOffice LLC Novi Sad. Also, when choosing a business name, you should pay attention to whether your business name is identical or similar to the business name of another company.

Therefore, you should make sure that business name you want is available and that it differs from other business names by at least three characters. In case your business name is available, and in accordance with regulation, we suggest that you reserve that business name. By doing so, you will be certain that no one will register another company by that name. The name reservation is valid for 60 days.

Draft Memorandum of Association

There are two different types of Memorandum of Association, which represent the constitutive act of every Company. One is Decision on Establishment of Limited Liability Company, and it is drafted when only one person is the founder of the Company. Another one is Agreement on Establishment of Limited Liability Company, and it is drafted when two or more people stated as founders. When drafting these documents there are obligatory elements, prescribed by the Company Law, which must be included in every Decision or Agreement.

Notarize the Signature(s) of the Founder(s)

It is stipulated by the Company Law that the signature(s) of the founders must be notarized before a public notary. We recommend notarizing at least 4 copies of the constitutive act, one for the public notary, one for the chosen bank, one for Business Registers Agency and one to keep in your files/folders.

Pay Prescribed Share Capital

Before going to Business Registers Agency to submit all the document, you must pay a prescribed share capital for the company, whether monetary or non-monetary. Minimum share capital according to Serbian Company Law is 100,00 RSD, around 0.83 EUR unless a larger amount is stated by the Law for specific business activity. Bank will open a temporary account for this transaction and will issue a Proof of Payment.

Prepare Registration Forms and Submit the Paperwork to Business Registers Agency

Business Register Agency represents government One Stop Shop Registration System. Before submitting all the previously drafted, notarized and prepared documents, together with Proof of Payment, Registration Forms must be filled and state fees must be paid, as well. When you submit all these documents to the Business Register Agency, it takes 3 to 5 days for them to make Decision on Registration of the Company.

Open a Bank Account

Company Formation in Serbia is completed by opening a bank account for a newly registered company. Usually, a permanent bank account is opened at the same bank where you paid prescribed share capital, but it is not obligatory. This means that you can open a temporary bank account for prescribed share capital in one bank, and a temporary company bank account in a different bank.

Choose an Accountant

Although this may not seem like part of the process of company formation and registration, we at AsstOffice want to make sure that all the aspects of your business are satisfied. Therefore, it is our professional opinion that accounting services are an important part of running a successful business and that is why we recommend choosing an accountant during the process of company formation. All of this can be done without you being in Serbia, through Power of Attorney. So, contact us for any additional information.