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Contents of the Memorandum of Association

Contents of the Memorandum of Association
Vuk Vučković Attorney at Law - Legal Consultant

Every Memorandum of Association, regardless of whether it is Decision or Agreement on Establishment of Limited Liability Company, in accordance with Company Law, must include following elements that governs:

Personal names and place of residence of Company members

This information is stated in your passport, and when registering a company, you should provide us with a copy of valid passport so that we can include this information when drafting a Memorandum of Association.

Company’s registered name and registered office

Each company must have its business seat address. This address is also included in your company’s business name. AsstOffice can provide you with this address or assist you with finding a suitable office space if you need one. Also, if you are digital nomad or freelancer we can provide you with the virtual address so that you fulfill legal obligation when registering a company without even being in Serbia.

Company’s predominant business activity

Every company needs to have registered at least one predominant business activity. Predominant business activity codes can be found in Activity Register. A company, apart from having predominant business activity, can also register additional business activities.

Total amount of the company’s share capital

A minimum amount of company’s share capital, monetary on non-monetary, according to Serbian Company Law is 100,00 RSD for LLC and 3.000.000,00 RSD for Joint Stock Company. Exemption of this rule can be found in stated Law and refer to specific business activities.

Amount of contributions in money and/or monetary value and description of contributions in kind made by each company member

Each company member contributes to the company either through monetary or non-monetary contributions. Non-monetary contributions are stated by the Serbian Law as things and rights.

Time when such contributions were paid in and/or made to the company’s share capital

In most cases
contributions are paid at the moment of company formation and registration, but some exemptions are noted in practice.

Equity interest of each company member in the total share capital expressed as a percentage.

Percentage of share capital owned by each company member depends on the amount of paid and/or made contributions of those members.

Designation of company bodies and their respective competencies

Company governance can be organized as one-tier or two-tier corporate governance. In case the governance is organized as one-tier, company’s bodies are:

  • General Assembly
  • One or more representatives, in most cases Director(s)

If the governance is organized as two-tier, company’s bodies are:

  • General Assembly
  • Supervisory board
  • One or more representatives, in most cases Director(s)

Representation of the Company

In most cases a company is being represented by its Director, but other representatives can be stated in Memorandum of Association, as well. All representatives must be registered in the Business Registers Agency. AsstOffice offers you the possibility to act as Director or representative of your legal entity.

The duration and termination of the company

The company can be established for a fixed or indefinite period of time. This information must also be stated in the Business Registers Agency Registration Forms.

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How To Register as a Sole Proprietor in Serbia

How To Register as a Sole Proprietor in Serbia

Choose the Appropriate Name

In accordance with Serbian Law, the business name of the Sole Proprietor must contain the name and surname of the Sole Proprietor, the label “preduzetnik” or “pr” (in Serbian) and the place where the Sole Proprietor is situated. It may also include the name, as well as the subject of the business of Sole Proprietor. Also, the name of the Sole Proprietor must be different from the name of another Sole Proprietor with the same subject of business, so that it does not cause confusion about the identity of another Sole Proprietor. Regarding registered address, AsstOffice offers you Virtual Office Service. We advise you to check the availability of the wanted business name and, if it is available, to reserve it. Reservation is valid for 60 days.

Choose Predominant Business Activity

Even though no specific document refers to this matter, we find it very important that you define what business activity you want to do. This activity will be stated in the Registration Form. If apart from the predominant activity, you want to indicate in the business name other activities that you do, you can add a precise or less precise description of these other activities in addition to the description of the predominant activity.

Prepare Registration Forms and submit the Paperwork to Business Registers Agency

Business Register Agency is organized as One Stop Shop for registration as Sole Proprietor in Serbia. Before you submit Registration Forms, it is necessary to pay prescribed state fees and to submit Proof of Payment. Together with Registration Forms and Proof of Payment for state fees, a copy of valid Passport and Permission, Consent or other Act of the competent authority, if this is stipulated as a condition for registration by Law. It takes 3 to 5 days for them to make Decision on Registration of the Sole Proprietor.

Open a Bank Account

After you receive the approved Decision on Registration of the Sole Proprietor, you can choose a bank and open a bank account as Sole Proprietor. Whether you need help with choosing the business name, preparing Registration Forms or helping you select a bank that suits your business need AsstOffice is at your service.