How to Open a DOO (LLC) in Serbia: Step-by-Step Guide for Foreigners

Setting up a limited liability company (DOO) in Serbia is open to foreign nationals as well. A foreigner can be the sole founder and at the same time the legal representative, and residence in Serbia is not a requirement for incorporation. Below is the whole procedure, step by step.

1. Choosing the company name and activity code

The company name must be unique; you can check availability on the website of the Business Registers Agency (APR). The business activity is chosen from the Classification of Activities, where each activity has its own code.

2. Founding act

The founding act is certified by a public notary, usually in three copies, one each for you, the notary and the APR. It can be in Serbian, with a translation if needed. Sample founding acts are available on the APR website.

3. Founder documents (foreign national)

• Passport, notarised copy.
• If the founder is a foreign legal entity, an extract from the register of its home country, translated and certified.

4. Share capital

The minimum share capital is 100 dinars. It is paid into a temporary bank account and transferred to the company's permanent account after registration. At registration you can simply enter the capital in the "subscribed capital" field and actually pay it in later, within 3 years.

5. Registration with the APR

The application is submitted with the complete documentation. The fee is around 6,000 RSD and the processing time is up to 7 working days.

Since 17 May 2023, registration is possible exclusively online, through a dedicated system, with a qualified electronic signature of the legal representative. Electronic signatures and certificates are issued by Halcom, E Smart System and Pošta Srbije.

6. Obtaining the tax ID (PIB)

The tax identification number (PIB) is assigned automatically after registration with the APR. The APR then forwards it automatically to the Tax Administration.

7. Opening a bank account

To open an account you need the APR registration decision, the PIB and the founder's passport. A company stamp is not a legal requirement; no state authority may ask for it if you do not use one.

8. Registering beneficial owners

A beneficial owner is a natural person who controls the company or benefits from its business, directly or indirectly holding more than 25% of the shares. All DOOs and other legal entities must register their beneficial owners in the Central Register of Beneficial Owners (CESV) kept by the APR.

The filing is electronic and the deadline is 15 days from incorporation or from a change in the ownership structure. Penalties for failing to do so are high: from 500,000 to 2,000,000 RSD for the legal entity and from 50,000 to 150,000 RSD for the responsible person (director or representative).

9. Tax registration return

Within 15 days of registration, an electronic tax return is filed on the PDP form (corporate income tax), stating the expected income and expenses for the current year. Monthly advance payments of corporate income tax are calculated on that basis, and the final tax is determined in the annual return. This is your accountant's task.

10. Environmental fee

Within 15 days of incorporation, an electronic environmental protection return is also filed with the local tax administration (LPA) according to the company's registered seat. If you display the company name in a public space, on a billboard or on business premises, a municipal fee for displaying the company name is also payable.

What else to keep in mind

• Foreigners can be sole founders or co-founders together with domestic partners.
• A foreigner can be both the sole founder and the legal representative, or the founder while another person (domestic or foreign) acts as representative.
• The founder does not need to have residence in Serbia.
• Engaging an accountant and a tax advisor is recommended for meeting tax obligations and keeping the books.