Company formation & Business Start-up | Business guide Serbia

COMPANY FORMATION CHECKLIST

Our law office specializes in business start-ups, with legal aid available throughout the procedure of the foundation and guidelines where to go and what to do to minimize wait time and costs. We also offer aid in finding adequate business space in Serbia for the purposes of registering a company seat address. 

Procedures

The first step for the establishment would be the signing of the Articles of Association and notarize the signatures, which can be done in Serbia or any other country, so your presence is not needed for this step of the procedure. For this document to be drafted you will need to know:

  • the exact name of the company, 
  • address of the company seat, 
  • the identity of the director (manager) and other authorized persons of the company (i.e. board of directors, governing board), including a passport copy and residence address,
  • the identity of the shareholders and their respective amount of registered share capital (monetary capital can be a minimal 100 dinars – under 1 euro, or more; the registered capital will be transferred to the company account after the company is registered) including a passport copy and residence address, or should the shareholder be a company, its registration excerpt in official translation into Serbian, which can be provided by our law office.

Other steps would require (a) providing work visas for the directors and other employees (should they be of foreign nationality), (b) finding an accountant which will render needed paperwork for the Tax Authority and Social security administrations and also (c) opening a permanent bank account (in Serbian dinar and Euro) and for that the banks here are very formal and need a large number of documents for the prevention of money laundering, so we would recommend your presence for this step of the procedure. 

Budget

Our fees for the drafting of the a basic bilingual Articles of Association document, organizing of the needed notarization of signatures and completion of the registration procedure and scheduling of meetings before the bank and the accountant of your preference, are in the region of 450 EUR. However, should you require a more comprehensive Articles of Association, drafting of other documents required by law (company bylaws that are obligatory by the regulations on employment, and so on) a fee of 60 EUR per hour of work is applied. Should you require more aid from us, we can also arrange a monthly flat fee for any kind of legal aid and for our availability and help during working hours. The foundation procedure also requires payment of 55 EUR of administrative tax. The accountant fees are usually between 40 euro and 150 euro, depending on the size of your business and on the workload, but can also significantly surpass that amount if you intend to run a medium or a large size company, or a company with a lot of invoicing and taxation. 

Deadlines 

Our time for the processing of the required documents by our office ranges between 1 and 7 days, depending on the complexity of the given task. The entire procedure of the company formation can be finished within 5 working days after summing up of all the needed paperwork, which is the registrar’s usual processing time. 

We would be glad to perform any other legal or representation task at your request and with maximum discretion. 

 

ADVANTAGES TO INVESTING IN SERBIA

  • Favorable geographic position in the crossroads of Europe and geopolitically important territory
  • Human resources: educated work force – the highest percentage of English speakers among the populations of SE and Central Europe
  • Signed CEFTA agreement – Serbia is located at the center of the CEFTA zone with non tariff access to the market of 30 million consumers
  • The only country outside of CIS that has an FTA with the Russian Federation
  • Simple and cheap company formation in only 3-5 days
  • Restructured and stable financial system
  • Simple procedure in foreign trade and foreign investments
  • Favorable tax regime
    1. one of the lowest tax rates in Europe on personal income of 12%
    2. corporate profit tax of 10%
    3. VAT tax rate of 20%
  • Investment incentives
    1. national treatment for foreign investors
    2. tax exemption on capital gains for large investments during 10 years
    3. tax exemption on capital gains for investments on territories of special interest for the Republic of Serbia during 5 years
    4. tax benefits for the creation of new jobs
    5. tax credit of up to 80% of the amount of investment into the capital assets
    6. equipment importations are tax free
    7. special financial incentives for the investments earmarked for manufacturing

Financial incentives for investments- state budget subsidies

1. Investment in manufacturing sector:

  • Total funds: from 2,000 € up to 5,000 € per job created
  • Minimum value of investment: between 1 M€ and 3 M€ depending on unemployment rate in municipality where the investment is placed
  • Minimum number of jobs created: 50

2. Investment in tertiary sector:

  • Total funds: from 2,000 € up to 10,000 € per job created
  • Minimum value of investment: 500,000 €
  • Minimum number of jobs created: 10

3. Investment in Research and Investigation sector:

  • Total funds: from 5,000 € up to 10,000 € per job created
  • Minimum value of investment: 250,000 €
  • Minimum number of jobs created: 10

Foreign investments

Foreign investors may:

  • Establish own company (up to 100% ownership)
  • Buy shares of an existing company
  • Get a concession for exploitation of natural resources, goods in general use or operate in the activity of general interest in compliance with the law
  • Get a permit for B.O.T.-Build, operate and transfer for a particular object, facility or installation as well as for infrastructure objects and communications
  • Acquires any other ownership right granted to the foreign investor that allows the execution of business interests

Shares and guaranteed rights of the foreign investor

The share of the foreign investor may be: foreign convertible currency, in kind, intellectual property rights, securities and other property rights, RSD that can be transferred abroad (including the reinvestment of profit), converted receivables into share or shares of debtor.

Guaranteed rights of foreign investors are:

  • Legal protection – foreign investor enjoys full legal security and protection concerning the rights granted by the virtue of investment, which cannot be narrowed by consequent regulative and legal amendments
  • Free foreign payment transactions
  • Right of profit transfer

Investment in Free Zones

Apart from the usual tax exemptions on taxes and contributions and duties for all the goods manufactured in the free zone and destined to exportation, there are also exemptions on customs and other duties for the users of the zone for imported goods designated for activities in the construction of objects within the zone. In Serbia there are four Free Zones: Subotica, Zrenjanin, Novi Sad and Pirot.

Concessions & PPP

Concession represent a legal relationship between the state and a domestic or foreign investor as whereby the state grants right of exploitation to that person to some natural resource, goods in general use that are legally established as the property of the Republic of Serbia or for the operation in the activity of general interest on defined period of time basis in exchange for a payment.

The subject of concession is regulated by the law. Concessions cannot be granted to a foreign person for those regions where, according to the law on foreign investments, a foreign subject cannot be the founder of the company engaged in the area of manufacturing and trade of armaments and on the territory defined by the law as the „off limits" territory.

Concessions are usually agreed to a 30 year period. This period depends on the subject of concession and expected profit during the operations. Concession contract may foresee the possibility of the extension of the concession duration.

Public-private partnerships are new to Serbia, with the Law on PPPs passed in 2011. Hence all local authorities are seeking partners in PPP fields constantly, to impress voters and raise employment. PPPs are usually established in waste separation, public installations, and similar activities.