Guide For Establishing A Company in Serbia: Legal Framework - Sectoral Licenses - Procedure
Guide For Establishing A Company in Serbia: Legal Framework - Sectoral Licenses - Procedure
Guide For Establishing A Company in Serbia: Legal Framework - Sectoral Licenses - Procedure
ESTABLISHING A
COMPANY
IN SERBIA
Legal Framework – Sectoral Licenses – Procedure
GUIDE FOR
ESTABLISHING
A COMPANY
IN SERBIA
Legal Framework
Sectoral Licenses
Procedure
Belgrade, 2014
CONTENTS:
INTRODUCTION5
I BASIC PRINCIPLES 7
Legal entities 7
Company Association 7
Legal Forms of Companies 7
Company Founded by Foreign Persons 8
Performance of Activity 8
Articles of Incorporation 8
Registration9
Responsibility of Founders 9
Seat and Business Name 9
Representatives and Procura 10
Company Assets 11
Reorganization of Company 11
Companies Incorporation 11
II LEGAL FORMS, FOUNDATION AND OPERATION 12
General Partnership 12
Limited Partnership 14
Limited Liability Company 16
Joint Stock Company 21
Entrepreneur27
Branch Office 28
Foreign Company Representative Office 29
Business Association 30
III SPECIAL PERMITS 31
IV START OF BUSINESS ACTIVITIES 42
V SHORT GUIDE TO STARTING A COMPANY 44
VI USEFUL ADDRESSES 45
INTRODUCTION
Dear users,
LEGAL ENTITIES
• Company
• Entrepreneur
• A branch of a company
• Representative of a foreign company
• Business Association
• Other forms of organization
COMPANY ASSOCIATION
• A company is a legal entity which carries on business for
profit, and it acquires the title of legal person in accord-
ance with the Law on Registration.
PERFORMANCE OF ACTIVITY
• A company is established for an indefinite or definite pe-
riod of time. It is deemed that a company is established
for indefinite period of time if it is not defined by it Ar-
ticles of Association or Statute.
• A company is conducting core business, and it can per-
form other activities which are not prohibited by the
law, regardless of whether they are defined by the Arti-
cles of Association or Statute.
• Registration or conduct of specific activities can be con-
ditioned by prior approval, consent or other relevant act
of the competent authority as stipulated by a special law.
ARTICLES OF INCORPORATION
• Articles of Incorporation of a company is a constitutive
act of the company that takes the form of a decision on
the establishment, if the company is founded by one per-
son, or Memorandum of Association, if the company is
established by a number of persons.
• Contents of the Articles of Incorporation are defined for
each form separately.
• In addition to the Articles of Incorporation , the com-
pany may have a company’s contract regulating the rela-
tions between the founders in connection with the com-
pany. The contract is not binding on third parties.
REGISTRATION
• Company acquires the status of legal entity by registra-
tion, that is by entering data of the concerned company
in the Register in a manner prescribed by the procedure
of registration of the Business Registers Agency.
RESPONSIBILITY OF FOUNDERS
• Members of the company are responsible for the compa-
ny in accordance with the provisions of the law govern-
ing a particular legal form of company, as well as in cases
referred to in Article 18 of the Company Law (abuse of
the rules on the limited liability, or “piercing the veil”).
COMPANY ASSETS
• Company’s assets are assets and rights owned by a com-
pany, and other rights of a company.
• The shares into the company may be in cash or in kind
and they are expressed in local currency. Contributions
in kind include property and rights, if not otherwise
specified by the law for certain forms of companies.
REORGANIZATION OF COMPANY
• Reorganization of a company includes:
– Change of a legal form, ie. transition from one legal
form to another;
– Status change: acquisition, merger, division and sep-
aration, where the company is reorganized so that
the other company has transferred its assets and li-
abilities, while the members in that company acquire
shares;
– Change of status in liquidation.
COMPANY ASSOCIATION
• Associated companies consist of two or more entities
that are mutually associated:
– Through participation in basic capital or partner’s
share, companies associated by capital;
– By agreement, companies associated by agreement;
– Through share in capital and through contracts, com-
bined associated ventures.
• Associated companies are organized as concern, hold-
ing company and company with mutual participation in
capital.
• Companies shall not be associated in a manner contrary
to the Law on Competition Protection.
GENERAL PARTNERSHIP
• General Partnership is a company founded by two or
more partners, physical and/or legal persons who are re-
sponsible for all company’s liabilities with all their prop-
erty.
• In case that a Memorandum of Association on company
foundation or other contracts concluded between partners
contains a provision on limited liability of partners towards
third parties, this provision shall not have legal effect.
PARTNERSHIP AGREEMENT
• Partnership Company, in addition to Memorandum of
Association, may have a partnership agreement, which
stipulates their mutual relationship in the company.
• Partnership agreement shall become effective only
among company’s members who have concluded it and
shall not be submitted with the application for registra-
tion.
DECISION – MAKING
• Partners decisions are brought unanimously, unless the
Articles of Association specify otherwise.
• Memorandum of Association may determine that some
or all decisions are brought by majority vote, as well as
the number of votes each partner shall have.
• Decisions on matters outside the ordinary activities, as
well as decisions on admission of new partners, require
approval of all partners.
LIMITED PARTNERSHIP
• A limited Partnership is a company that has at least
two members, of whom at least one person is liable for
unlimited joint liability (general partner), and at least
one person is liable to the limited extent of its agreed
contribution (limited).
• General partners have the status of partners of a partnership.
APPLICATION OF PROVISIONS ON
GENERAL PARTNERSHIP
• Provisions of general partnership are applied to a lim-
ited partnership, unless otherwise stipulated by the Law.
• Memorandum of Association of the Limited Partner-
ship, in addition to the prescribed elements of a partner-
ship, must contain an indication which member of the
company is a general partner, and which one is a limited
partner.
• Provisions of the general partnership are applied to con-
tributions and shares of general partner, and limited
partner is free to transfer his share to other limited part-
ner or third party.
• Members of a limited partnership participate in sharing
of profits and covering of losses in proportion to their
shares in the company, unless otherwise defined in the
articles of association.
• General partners are managing the company and repre-
senting it.
Required documentation and registration fees:
1. Single application for registration of establishment of
legal persons and other entities and for entry into the
single register of taxpayers.
2. Memorandum of Association with verified signatures of
members of a company.
SHARES
• Shares in the company are not securities.
• The transfer of shares is free, unless the law or the
Мemorandum of Association otherwise provided.
• Members of the company have the preemptive right to
shares, subject to transfer to a third party, unless this right
is excluded by the Мemorandum of Association or the Law.
DISTRIBUTION OF PROFITS
• Members of the company are entitled to share in the
profits based on the annual report on business, unless
the Мemorandum of Association or contract specify oth-
erwise.
• Profits are distributed among members of the company
in proportion to their contributions, unless otherwise
provided by the Мemorandum of Association.
SHARES
• Shareholders contributions may be in cash, goods and
rights, expressed in RSD.
• Shareholders contributions cannot be expressed in work-
ing or providing services to the joint stock company.
DISTRIBUTION OF PROFITS
• The shareholder is entitled to a share in annual profit de-
fined by the General Meeting for distribution (dividend).
• Dividends can be paid in cash or in stocks of the compa-
ny, in accordance with the decision on dividend payment
adopted by the shareholders General Meeting.
• If not otherwise provided by the Articles of Association,
the company may pay interim dividends (interim divi-
dends) at any time between regular sessions of the Meet-
ing, under the conditions specified by the Law.
ENTREPRENEUR
• An entrepreneur is an economically active natural per-
son that performs activities in order to generate income,
BRANCH OFFICE
• Branch office of a company is a separate organization-
al unit, through which the company conducts business
pursuant to the law.
• Branch office does not have the status of a legal entity,
and in legal transactions it acts on behalf and for the ac-
count of the company, which has unlimited liability for
its obligations to third parties that may be incurred in
business operations of its branch office.
• Branch office may be registered in conformity with the
BANKS
Bank is a joint–stock company seated in the Republic of
Serbia, granted a work permit by the National Bank of
Serbia. The bank’s activities include taking deposits and
granting loans, and it can perform other operations in con-
formity with the law – foreign exchange operations, foreign
currency operations and exchange operations, payment
transactions, payment card issuance, etc. The procedure
for establishing a bank is two–phase. In the first phase,
the founders are granted a preliminary permit, whereas
the work permit is issued in the second phase. Banks may
be established by domestic and foreign legal and physical
persons.
Capital stock
The capital stock of the bank may not be lower than 10
million EUR in RSD equivalent, as per the official mean
exchange rate on the date of payment.
Branch
Branch is an organizational unit of the bank which does
not have a status of a legal person, and conducts the same
business as the bank, in conformity with the law.
INSURANCE
An insurance company is established as a stock company or
a mutual insurance company.
Insurance activities are performed by an insurance compa-
ny licensed for such activities by the competent authority,
and by a branch of a foreign insurance company licensed
by the competent authority for such activity. An insurance
company can only engage in insurance activities.
The National Bank of Serbia deals with the requests for
issuing the license for conducting insurance activities by
passing a decision, which specifies the types of insurance
for which it is issued.
Capital stock
Pecuniary share in the capital stock of the stock company
for insurance may not be lower than the RSD equivalent
of the EUR amounts calculated at the mean exchange rate
of the National Bank of Serbia on the payment day, as fol-
lows:
1. Life insurances: EUR
(1) Life insurance, other than the
voluntary pension insurance 2,000,000
TESTING OF PRODUCTS
Assessment of conformity of products, processes and ser-
vices with the technical regulations and standards is made
by the conformity assessment bodies, whose competency
is established by accreditation for the following process-
es: testing; type approval; control; product certification;
management system certification; certification of persons,
laboratories. Along with establishing the competencies for
performance of the above procedures, the accreditation
also establishes competences for accomplishment of other
conformity assessment procedures, according to the law.
The accreditation procedure is initiated by filing an accred-
itation application to the Accreditation Body of Serbia. If,
after the accreditation procedure, it is established that the
applicant fulfils the requirements of the relevant Serbian,
i.e. international and European standards where applica-
ble, the Accreditation Body of Serbia passes a decision on
accreditation and issues the accreditation certificate.
The accreditation certificate is issued for a definite period
of time, in conformity with the accreditation rules.
• Law on Accreditation (“Official Gazette of RS”, No. 73/10)
ACTIVITY OF PRODUCTION
AND PROCESSING OF TOBACCO
Production and processing of tobacco may be performed
by an economic entity fulfilling the requirements stipulat-
ed in the law. A physical person – tobacco producer, may
also engage in tobacco production, subject to the conclu-
sion of a manufacturing contract with tobacco producers,
or tobacco processors.
The Tobacco Directorate issues a license for production of
tobacco and a license for processing of tobacco.
• Law on Tobacco (“Official Gazette of RS”, Nos. 101/05,
90/7, 95/10, 36/11, 93/12, 108/13)
AUDITING
An audit licence, based on which an auditing company, or
an independent auditor, is registered for conducting audit,
is issued by the decision of the ministry of finance.
The application for an audit licence is submitted by the
auditing company founder, or an independent auditor, to
the ministry of finance, after the incorporation and reg-
istration in the appropriate register kept by the Business
Registers Agency.
• Law on Auditing (“Official Gazette of RS”, No. 62/13)
ENVIRONMENTAL PROTECTION
The integral environmental protection system, among
other things, ensures the balanced relationship between
the economic development and the environment in the
Republic of Serbia. The regulations in this area stipulate
the cases in which the assessment of the project impact
Business premises
A company and other legal persons must have an official
address in Serbia in order to be eligible for registration.
Legal power of attorney may temporarily use its own busi-
ness address as an address of the company in the process
of being founded.
Authentication of documents
All legal documents must be authenticated in court or the
municipal authority. Authentication fee depends on the
value of the initial capital.
Certified translations
If a document is written in a foreign language, it must be
translated into Serbian and certified by the sworn interpreter.
Customs Administration
Bul. Zorana Đinđića 155a
11070 New Belgrade, Serbia
tel: +381 11 2015 800, 3117 272
www.upravacarina.rs
Ministry of Economy
Kneza Miloša 20
11000 Belgrade, Serbia
tel: +381 11 361 32 45, 364 26 00
www.privreda.gov.rs
Austria, Vienna
Wirtschaftskammer Serbien Außenstelle
Gumpendorfer Strasse 83
A–1050 Wien, Österreich
Tel: +4315 44 02 94
[email protected]
www.pks.rs/at
Belgium, Brussels
Chamber of Commerce and Industry of Serbia
Representative Office in Belgium
WTC I / Bvd du Roi Albert II 30/19, Bte 46
B-1000 Brussels, Belgium
Tel: +32 2 2015 960
[email protected]
www.pks.rs/be
France, Paris
Bureau de représentation en France
de la Chambre de Commerce et d` Industrie de Serbie
123, rue Saint Martin
75004 Paris, France
Tel: +33 1 57 40 76 30
[email protected]
www.pks.rs/fr
Germany, Frankfurt
Vertretung der Wirtschaftskammer Serbien
Boersenplatz 4
D–60313 Frankfurt am Main, Deutschland
Tel: +49 69 2972 9313
[email protected]
www.pks.rs/de
ISBN 978-86-80809-73-1