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This section identifies the bureaucratic and legal hurdles an entrepreneur must overcome to incorporate and register a new firm in Serbia.
The country data appearing on this page was collected as part of the Doing Business project, which measures and compares regulations relevant to the life cycle of a small- to medium-sized domestic business in 183 economies. The most recent round of data collection for the project was completed in June 2009.
The table below provides a summary of the procedures and the associated completion time and cost for setting up a standardized company. The table is followed by additional country-specific information on business registration requirements.
Notarize the memorandum of association and lease contract at the Basic Court
Time to complete:
1 day
Cost to complete:
see comments
Name of Agency:
Comment:
the company can obtain all forms on line. the required Forms for the establishment of a company are: 1. Serbian Business Registries Agency - Request for registration of the company (Application can be downloaded from the official web site (www. apr.gov.rs). The request is free of charge) and form OP (costs: RSD 15); 2. Commercial bank - Request for opening an account and Request for transfer of money from a temporary bank account on the company permanent account (Requests can be taken in the commercial bank. They are free of charge); 3. Tax administration - to obtain a tax identification number (PIB) - Form ПР-1 (Form can be downloaded from the official web site www.poreskauprava.sr.gov.yu and it is free of charge); for registration of the lease - Questionnaire (Questionnaire can be taken in the Tax administration. It is free of charge); for VAT - Form ППДВ (Form can be downloaded from the official web site www.poreskauprava.sr.gov.yu and it is free of charge); 4. Employment Fund - Forms E1, E3 (Forms E1, E3 can not be downloaded from the site www.minrzs.go.yu. Form E1 costs RSD 15, Form E3 costs RSD 15) 5. Employees Pension and Disability Fond - to obtain ROD number - Form ROD 1. Form ROD 1 refers to the beginning, termination and changes in the business (Form ROD 1 costs RSD 15), for registration of employees - Form M1 (Form M1 costs RSD 15); 6. Health Fund - Form OPD (Form OPD costs RSD 15 and it can be taken only in the Post office), Form M - application, change, and notice of health insurance (insured and uninsured health family members) - Form M costs RSD 15 and can be taken only in the Post office.
- The Notarization cost depends on the amount of capital and the value of the lease. The promoters must notarize at least four copies of the memorandum of association and the lease contract with the Serbian Business Registers Agency.
As of July 2005, the Law on Court Taxes established the fee schedule, depending on the incorporation contract value: - Incorporation contract value up to RSD 10,000: fee is RSD 650. - From RSD 10,001 to RSD 100,000: RSD 650 plus 1% of contract value. - From RSD 100,001 to RSD 1,000,000: RSD 1,950 plus 0.5% of contract value. - Over RSD 1,000,000: RSD 8,450 plus 0.25% of contract value. Note that the fee will not exceed RSD 26,000.
In addition, the promoter will be assessed miscellaneous fees to notarize the lease contract and the memorandum of association: - Notarization request: RSD 32.5 (applies to one or several documents). - Notarization of signatures specimen with competent court: RSD 65 per signature. - Signature verification of proxy (power of attorney): RSD 325.
Procedure 2.
Open a temporary bank account; pay founding deposit or its part and all other fees
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
The founding deposit is paid to a temporary account at one of the commercial banks. The decision or contract of incorporation must be submitted to the chosen bank to open a temporary bank account. At least half of the initial capital is payable in advance, and the rest is due within 2 years of registration. After registration is completed, the funds are transferred to a company Giro-account, which may be used for business transactions. The company must obtain a payment slip from the bank.
Procedure 3.
apply and obtain the registration certificate, tax identification number, pension fund (PIO Fund)and Health Fund certificates, certify the signatures (three copies) for opening bank account and register the employment contracts with the Employment Organi
Time to complete:
3 days
Cost to complete:
RSD 5060 (RSD 3600 + RSD 1750 )+ RSD 15 (form OP)
Name of Agency:
Comment:
Under the Business Registration Law (effective July 2004), the company registration was transferred from the commercial courts to the Serbian Business Registers Agency (SBRA). Instead of two separate proceedings, the SBRA now issues the registration number and code of Republic Statistical Agency (RSA) simultaneously with the registration certificate. the Registry receives now the application for the Tax Identification Number (TIN) and issues the TIN; the local authority will however require certain documentation from the company but only after the company is validly registered. Moreover, pension fund (PIO Fund) and Health Fund certificates, certify the signatures (three copies) for opening bank accoun and register the employment contracts with the Employment Organization are done at the Business Registers Agency (SBRA)
To register, the promoters must submit the following documents: - Set of registration forms. - Contract of incorporation (deed on establishment) or decision on the company founding with authenticated signatures of founder(s) that are notarized by the Municipal Court. - Decision of founders on appointment of the director. - Information on the founder(s) (i.e., registration documents if the founder is a legal entity or identity number and proof of registered residence if the founder is a physical person). If the documents are in a foreign language, they must be translated into Serbian by an authorized court translator (fee is about RSD 800 per page). - Certified signature on the OP form of the director (or deputy director or other authorized person). - Evidence of payment of the administrative fee. - Bank confirmation that the capital has been deposited into to the temporary bank account or certified statement from the founder that the financial capital has been secured. - Optionally, power of attorney if an attorney-at-law files the registration. The SBRA will examine the request to determine whether it complies with current legislation and whether these documents are attached. The Registry publishes the company registration on the Internet.
Procedure 4.
Open a permanent business account with the commercial bank
Time to complete:
1 day (less than half a day)
Cost to complete:
RSD 400 (signature certification and republic tax)
Name of Agency:
Comment:
The documentation for setting up a permanent business account with the commercial bank varies from bank to bank. The following documents are generally submitted: - Original or certified copy of the company’s registration with the SBRA (evidence of the company identification number and other relevant data). - Application for opening the permanent account. - Contract for depositing funds. - Tax number for PIB (residents only). - The bank-provided specimen card for legal entities (original). - Identity card of the founders (copy). - Incorporation deed (copy).
At this point, the founders convert the personal bank account into the company’s bank account and deposit the minimum capital of EUR 500. Although the law allows for in-kind contributions (labor, machinery, or other assets), in practice, the founders are required to deposit the full amount in cash. According to the Law on Preventing Money Laundry (December 2005), the bank must identify the company when opening the account. The company that opens the bank account must submit to the bank the name, family name, date and the place of birth, and the residence of any individual who possesses at least 10% of shares or other rights that enable him or her to participate in managing the legal entity.
Procedure 5.
Make Stamp and seal
Time to complete:
1 day
Cost to complete:
RSD 2500
Name of Agency:
Comment:
Companies can obtain a company stamp and seal in 1–2 days for a fee of RSD 1,500 to RSD 4,000, depending on the number of words, design, and the like. Before making the stamp and seal, the stampmaker must receive a copy of the registration ruling.
Procedure 6.
Register with local tax authority
Time to complete:
5 days
Cost to complete:
no charge
Name of Agency:
Comment:
Upon receiving the tax identification number, the company's representative must register with the local tax authority by submitting all or some of the following documents to the local tax authority (requirements vary by authority): - Registration certificate of the Business Registration Agency (copy). - Certificate of personal tax number (copy). - Employment contract with the general manager or company founder. - Completed registration form for VAT. Note that according to the Law on Value Added Tax (Official Gazette RS No. 84/2004, 86/2004, 61/2005), if total turnover for the next 12 months is projected at more than RSD 2 million, the company must submit a completed VAT registration form. - Certified OP form. - Statement on employed workers. - Certified lists of taxpayer real estate, motor vehicles, and aircrafts. - List of all stores and numbers of fiscal cash registers. - Agreement concluded with the bookkeeping agency. -Since an amendement to the Law on Added Tax in June 2008 (Official Gazette RS No. 84/2004, 61/2005 61/2007), the company's representative must submit to the tax authorities, besides the mentioned documents, the copy of the agreement on opening of permanent bank account and a copy of specimen card
Depending on the local tax authority, some or all of the above documents must be submitted to the tax authority no later than 10–15 days after obtaining the personal tax number.
Procedure 7.
Register the employment contracts with the Employment Organization/Fund
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
Founders must submit and certify the following: - The new Form M1, Application for insurance. - The old Form M1, Application of insurance and Application for establishing employment. - Form E1, Application on vacancy for working place along with the employee's medical-care booklet. - Form E3, Application for establishing or terminating employment. - Form ROD 1, Application on beginning/ending/changing the terms of the payers of the contributions. - Employees’ identity cards and employment contracts. - Copy of the Registration certificate has to be submitted.
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