Company Types
Foreign investors can found a company in the form of:
- Joint Stock Company (a.d.),
- Limited Liability Company (d.o.o.),
- Limited Partnership (k.d.),
- General Partnership (o.d.).
The most common company type is a Limited Liability Company requiring merely RSD equivalence of €500 to start a business.
Businesses can be also registered as:
- Banks,
- Insurance companies,
- Leasing companies,
- Representative offices,
- Branches.
Joint Stock Company (a.d.)
A Joint Stock Company may be closed or public depending on whether it is listed on the stock exchange or not.
A closed Joint Stock Company may have a maximum of 100 shareholders.
Shareholders–A Joint Stock Company is founded by one or more legal entities and/or natural persons.
Minimum Capital–RSD equivalence of €10,000 for a closed Joint Stock Company and RSD equivalence of €25,000 for a public Joint Stock Company.
Share and Contribution Requirements–The registered value may not be less than RSD equivalence of €5. A shareholder’s contribution can be made in money or in kind, but not in labor or services.
Other Features–A public Joint Stock Company must have a Board of Directors, while a closed Joint Stock Company must have a single Director or a Board of Directors.
There are higher minimum capital requirements for companies acting as:
- Banks–RSD equivalence of €10 mn
- Insurance companies:
- Life insurance–RSD equivalence of €2 mn
- Voluntary pension insurance–RSD equivalence of €3 mn
- All types of life insurance–RSD equivalence of €4 mn
- Non-life insurance:
- Accident and voluntary health insurance–RSD equivalence of €1 mn
- Motor and railway vehicles total insurance and obligatory insurance–RSD equivalence of €2 mn
- Other forms of asset insurance, risk insurance, and other types of non-life insurance–RSD equivalence of €2 mn
- All types of non-life insurance–RSD equivalence of €4 mn
- Reinsurance–RSD equivalence of €4 mn
- Life insurance–RSD equivalence of €2 mn
- Leasing companies: RSD equivalence of €100,000
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Limited Liability Company (d.o.o.)
Shareholders–Maximum 50, legal entities and/or natural persons.
Minimum Capital–RSD equivalence of €500.
Share and Contribution Requirements–A member’s contribution to a Limited Liability Company may be made in money or in kind including past, but not future labor or services. The shares are freely transferable between the partners. A share may be transferred to a third party, in which case other members of the company and the company have pre-emptive rights.
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Limited Partnership (k.d.)
Partners–Two or more natural persons.
Minimum Capital–No minimum equity requirements.
Other Features–A Limited Partnership is a company established for performing business activities within the framework of a mutual firm. In this form of a company, a general partner is jointly and severally liable for the obligations of a partnership, while a limited partner bears the risks and obligations only to the extent of his or her investment.
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General Partnership (o.d.)
Partners–Two or more.
Minimum Capital–No minimum equity requirement.
Other Features–In a General Partnership, partners may contribute in money or in kind, including past or future labor and services. All partners bear the unlimited liability for the obligations of the general partnership.
For the full version of the Law on Business Entities, click here.
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Banks
This type of business must be registered as a Joint Stock. In addition to the regular documentation submitted to the Business Registration Agency, an operating license issued by the National Bank of Serbia is required.
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Insurance Companies
This type of business must also be registered as a Joint Stock. In addition to the regular documentation submitted to the Business Registration Agency, an operating license issued by the National Bank of Serbia is required.
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Leasing Companies
A Limited Liability or a Joint Stock Company can be used as a legal form for a leasing company. The National Bank of Serbia issues an operating license that is submitted to the Business Registration Agency with other necessary documentation.
Additional information on financial organizations can be obtained by the National Bank of Serbia: www.nbs.yu.
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Representative Offices
This business type can be founded in Serbia, with the obligation of a foreign mother company to take over the responsibility for all obligations that may occur as a result of the representative office’s performance. The office has to be registered with the Business Registration Agency.
A representative office cannot have the status of a legal entity, and may have one or more branches in Serbia.
The activities that a representative office may engage in are:
- Surveying the market and performing operations preliminary and preparatory to the execution of contracts on the import of foreign and/or export of Serbian goods and services;
- The execution of contracts and imports contributing to the advancement and expansion of Serbian manufacturing;
- The execution of contracts relating to long-term co-production or commercial and technical cooperation;
- Surveying the financial/banking market;
- Establishing business terms with domestic insurance organizations or enterprises;
- Performing air-transport agency operations.
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Company Branches
Domestic and foreign companies may establish one or more branches as their organizational parts. A branch does not have a legal personality, but conducts business activities in the name and on the behalf of the company. A branch is a registered entity in accordance with the Law on Registration of Business Entities.
