A Serbia D.o.o Company offers foreigners a very low minimum required share capital along with limited liability.
Foreigners may own all of the shares in the D.o.o. The most popular company type with foreigners is the limited liability company.
Over 40% of the Serbian population speaks English.
Background
Serbia sits between Central and South East Europe in the central Balkans region. It borders Bulgaria and Romania to the east, Hungry to the north, Bosnia, Croatia and Montenegro to the west and Albania by way of the disputed state of Kosovo.
During World War II, Serbia was part of Yugoslavia and became a communist puppet state after the war until 1989 when Yugoslavia broke up into several small countries or territories including Serbia, Bosnia, and Croatia. Serbia became an independent country in 2006.
It is officially called the “Republic of Serbia”. Its political structure can be described as a “united parliamentary constitutional republic” with a one house elected legislature, a president, and a prime minister.
Benefits
A Serbia D.o.o Company provides the following benefits:
• Total Foreign Ownership: All of the shares in a D.o.o company may be owned by foreigners.
• Limited Liability: A shareholder’s liability is limited to her or his contribution to the total share capital.
• Low Minimum Share Capital: The required minimum share capital for a D.o.o company is only 500 Euro.
• Two Shareholders: A minimum of two shareholders is required to form a D.o.o company.
• One Director: Only one director is required to manage a D.o.o company. One of the shareholders may be appointed as the sole director.
• English Spoken: Over 40% of the Serbian population speaks English.
Serbia D.o.o Company Name
A D.o.o company name must never be the same or too similar to another registered company’s name in Serbia. An applicant may reserve a proposed company name for up to 60 days with the right to transfer to name reservation to another person.
Registration
In 2004, the government issued a new Law on Registration of Business Entities published in the Republic of Serbia’s “Official Gazette” (No. 55/2004). This law simplified the registration process and sped up the approval process by uniting the registration procedures for all new companies in a central registry called the Register of Business Entities office. Previously, new companies registered with the closest Commercial Court. With 14 Commercial Courts in Serbia each having its own registry, there was no combined central business registry before the 2004 law.
The Registry is managed by a Registrar appointed by the managing board of the Registry. All business entities, financial leases, pledges, and other registries are maintained by this Registrar. Registration of new companies can be made in person “over the counter”, by regular mail, or by email.
A notarized Memorandum of Association is filed with the Business Registrar along with a formal application.
Upon submission of the application, a Certificate of Submission is issued by the Registrar showing the date of application. The Registrar has up to five business days to approve or reject the application. The Registrar must verify the information on the application, that all required documents were filed, the administrative tax (registration fee) was paid, whether another registered company has the same or too similar of a name, and that all formalities have been fulfilled.
If the Registrar fails to meet that deadline, the application will automatically be approved.
After approval, the Business Registrar issues a Certificate of Registration allowing the new D.o.o to begin conducting business.
After registration approval, each D.o.o must obtain a tax identification number (PIB) from the nearest Municipal Hall.
Further registration is required with the PIO Fund (Pension Fund). In addition, all employment contracts must be registered with the Employment Organization Fund. Finally, a Health Fund Certificate will be required.
Limited Liability
Shareholders liabilities are limited to their contributions into the company’s share capital.
Shareholders
A minimum of two shareholders are required to form a D.o.o Company. Shareholders do not have to reside in Serbia and can be citizens of any other country. The maximum number of shareholders is 50.
Shares are measured by percentage rather than volume. Each shareholder has only one share which reflects the percentage ownership of the total shares.
Director
Only one director must be appointed to manage the D.o.o. Directors may be nationals from any country residing anywhere.
One of the required two shareholders can be appointed as the only director for better control of the D.o.o Company.
Share Capital
The required minimum share capital is only 500 Euro.
Taxes
Serbia’s corporate tax rate on profits is 15%. This tax applies not only to profits generated within Serbia, but also worldwide.
A 10 year tax holiday (exemption) is available for investments of at least 7.5 million Euro.
Tax credits exist for fixed assets up to 80% of the asset’s value.
Accounting
Every Serbian company is required to file annual financial statements with the Registrar. While most companies must file long, detailed financial statement, those considered as “small companies” can file a much shorter, less detailed financial form.
All medium and large companies must appoint an auditor to conduct annual audited accounts. However, small private limited companies like a D.o.o company re not required to conduct audits of their accounts.
Time for Registration
Expect two business days for the preparation of all required documents. By law, the Registrar only has 5 working day to approve or reject the application for a new company. If the 5 days passes with no decision, the law requires automatic approval of the new company.
Conclusion
A Serbia D.o.o Company offers these benefits: complete foreign ownership, limited liability, low share capital, two shareholders, one director who can be one of the two shareholders, and 40% of the country speaks English.
