How to register a limited liability company in Serbia
What is a limited liability company – LLC? How is it registered? What documentation is needed for the registering of a company? Where is an LLC registered?
These are some of the questions we are dealing with in the following text.
What is a limited company (LLC)?
The Company Law defines a limited liability company in this way: “A limited liability company is a company in which one or more company members own shares in the company’s share capital, provided that company members are not liable for the company’s obligations”.
Besides the Company Law, the registration process of the LLC is also defined in the Law on the Procedure of Registration with the Serbian Business Registers Agency (further: LPR).
This is one of the most attractive forms of business, first and foremost because of the minimal capital needed (100,00 RSD) and the fact that it is registered relatively easy and in few following steps.
How is an LLC registered?
When registering an LLC it is essential to undertake certain measures, some obligatory, some optional, depending on the founder:
- Starting and notarizing a founding act;
- Depositing the initial capital before submitting the registration application;
- Gathering necessary documentation for the registration at the Business Registers Agency (further: BRA);
- Submitting the registration application and waiting for the register agent’s decision;
- Complaining about the register agent’s decision;
- Receiving the decision from the Business Entities Register;
- Opening a bank account
- Applying at a Tax Administration and local administration of Public Revenues.
- Developing a stamp
Starting and notarizing a Founding Act
Two types of the Founding Act are defined by the law:
- The decision on registering an LLC -if it is a single-member LLC
- The contract on registering an LLC-if it is a multi-member LLC
Disregardless the form, the Founding Act must contain elements defined by the LRP. The mandatory elements of the Founding Act are:
- the information about the founders – personal name and the residential address (natural person), or business name and residence (legal person)
- business name of the company – according to the LRP, the name needs to be comprised of the business name, the legal binding label (LLC) and the residence (only the place, not the address)
- headquarters – street, number, city, municipality, and P.O. box
- predominant activity of the LLC – the code and the name of the predominant activity taken from the Regulation on Classification of Activities (Gazette no. 54/2010)
- the total amount of the company’s share capital – according to the LRP, the minimum initial capital is 100 RSD, if some other law does not define a bigger amount for some certain activities.
- the amount of the pecuniary contribution, i.e. pecuniary value and description of the in-kind contribution of each company member– if there is a non-pecuniary contribution, its value must be determined with an agreement from all members or via an assessment. The assessment is done by the authorized expert witness, revisor, or other authorized experts. The assessment must not be older than a year from the contribution date.
- Time of paying, or entering the contribution into the company’s share capital– the contribution can be deposited when the company is being registered or later, the latest within five years from the registration of the Founding Act. Up until the deposit of the contribution into the share capital, the shareholders are investing their properties in the difference between the deposited and stated on the paper and undeposited capital.
- Each member’s share in the total share capital expressed in percents– a shareholder secures his/her part in the company depending on the contribution value unless it is stated differently in the Founding Act or unanimous decision of the council. Nevertheless, a shareholder can only get one part of the LLC.
- Determination of company bodies and their competences.– the founders decide in the Founding Act for either one-tier or two-tier governance. If the authorities didn’t decide on their obligations beforehand, they will have the obligations defined in the LRP.
When it comes to notarizing the Founding Act, this is job is a duty of notaries.
Depositing the initial capital before submitting the registration application – optional
For this needs, a special deposit account is opened, where the means of the initial capital are deposited prior to the registration at the BRA and opening a checking account. After the registration, the means from the first, temporary account, are transferred onto the checking account, and this deposit account is shut down immediately.
Depositing the initial capital is optional because the LRP defines the deadline (see point 1 g)
Gathering necessary documentation for the registration at the Business Registers Agency
- Downloaded application for the registration of an LLC
- Notarized the Founding Act of the company
- ID copies of the partners
- Bank certificate on the payment of 4500,00 RSD fee for registration (the original)
- Bank certificate on the payment of 1000,00 RSD fee for registration and publishing the Founding Act (the original)
- Bank certificate on the depositing the initial capital (only if it was deposited before the registration)
- The decision on the appointment of the authorized representative (only if the same is named by the special decree, not in the Founding Act)
- Submitting the registration application and waiting for the register agent’s decision
The registration application is submitted not later than 15 days from the day of the notarizing the Founding Act. If the application is submitted after the deadline, one must pay an additional fee of 6000,00 RSD.
In the following five days, the BRA decides on the registration and delivers the decision in which:
- the application is adopted – if the conditions were met
- the application is rejected– if the conditions were not met, because:
- the registrator is not authorized for the decision making about the application
- the document is not the subject of the registration or the same has been registered
- the application is not submitted in the legally bound timeframe (if the same is defined)
- the registrator had rejected the application and informed the applicant about the reasons for rejecting, but the applicant has not submitted a new registration form after 30 days from the announcement about the rejection.
- the registration of the document is not abiding some law or act of the authorities
- the application is rejected and it is stated what conditions were not met, if:
- the application was submitted by an unauthorized individual or the application was not signed;
- the application does not contain all the data and information necessary for the registration or the application does not have all documents attached;
- the facts from the application are not in compliance with the facts from the documents attached and data from the BRA register, that is data which are publicly available;
- there is another person, company with the same business name, or the name is reserved under LRP;
- the evidence of the deposit for running the application process has not been attached, based on which it cannot be accessed whether the fee has been deposited.
Complaining about the register agent’s decision
The person authorized for the applying can file a complaint to the minister in charge of deciding on complaining, via BRA, within 30 days since the rejection. Complaining is your right, but it is not an obligation. One must bear in mind that the complaint does not put the decision on hold.
The complaint must contain:
- the number and the date of the decision
- the reasons for rejection
- Personal data of the complainant
- Signature of the complainant
The minister in charge then decides on the complaint in the next 30 days after receiving the complaint, in the following ways:
- rejecting the complaint– if it is overdue, unallowed, or the complainant is unauthorized
- rejecting the complaint – if it is unfounded
- adopting the complaint, overruling the register agent’s decision and putting the case back on reassessment to the agent who decided on the application
- adopting the complaint, overruling the register agent’s decision, and deciding on the application
Receiving the decision from the Business Entities Register – optional
Upon receiving the decision about the application adopting, the register announces registered data and files, and the decision itself is delivered to the applicant.
If there is a need for a certificate, a request must be filled (it is on the BRA site) and the fee of 1700,00 RSD must be paid. With the filled request and the evidence of the transfer, the certificate is issued without waiting in line at the BRA.
Opening a business bank account
For a company to run a business, it must have a checking account. Disregardless the chosen bank, the authorized person must sign a Business Banking Agreement with the bank. It is also necessary to deliver the following documentation to the bank:
- The decision on registering the company or the certificate from the BRA
- The evidence on the identity of the shareholders
- Notarized OP file for the LLC director – it is a file that contains first name, last name, personal number, and signature. It is notarized at a notary’s office.
- Applying at a Tax Administration and local administration of Public Revenues
Within 15 days since the decision on the registration has been reached at the BRA, via ePorezi portal, the tax-income form is filled (tax rate is 15% and is calculated as the difference between income and expenditure).
When paying income taxes, the Public Revenues Office is the key subject for an LLC, but certain payments are owed for the local administration of public revenues (property tax, environmental fee, etc.)
Developing an LLC stamp
Whether you are going to make your stamp or not, it is the matter of choice. Namely, according to the LRP Act 25, para 3, it is stated that there is no special law which can make an LLC produce their stamp.
Finally, it is relevant to mention a possible e-registering an LLC, both one-member (since 2018) or multi-member (since 2019) company.
For these purposes it is needed:
- An e-signature (the same one is necessary for the signing of financial reports and the communication with Public Revenues Office)
- A smart card reader and NEXU app for e-signature
- A possibility of online payment using Visa, Dina, or MasterCard
- A registered account on the BRA system for centralized registration so that you could access the informational system (which will later be used for all other BAR e-services).
A lawyer can represent you in all phases of registering a company at the BRA, so he/she can register it for you.