First Steps in Company Establishment in Serbia

Starting a Company in Serbia: Why, When, How?

Serbia has become a market that attracts the attention of investors from Turkey and Europe in recent years due to its candidate country status for the EU, strategic position in the Balkans, relatively low tax burden, and rapidly digitizing company registration system.

However, in practice, mismanaging steps such as name selection, electronic signature requirement, digital application process, capital investment, tax and residency planning can lead to both wasted time and rejected applications.

In this guide, we will address the first steps in company establishment in Serbia, particularly for the Limited Liability Company (d.o.o.), which is the most preferred type of company for foreign investors, in a step-by-step and practical manner.

Basic Framework for Establishing a Company in Serbia

Company establishment in Serbia is conducted through the Serbian Business Registers Agency (SBRA / APR). With reforms after 2023, especially in the establishment of d.o.o., the process has largely moved to an electronic environment.

Key points for foreign investors:

• It is possible to establish a d.o.o. with 100% foreign ownership.
• The establishment application is generally made electronically and with a qualified electronic signature (QES).
• Thanks to the SBRA’s one-stop-shop system, tax number, statistical number, and other essential registrations can usually be obtained with a single application.
• A standard d.o.o. establishment is completed within an average of 3–7 business days if the documents are ready.

Therefore, the main condition for the process to proceed quickly is to correctly manage the initial steps and be ready for digital processes.

Step 1: Determining and Reserving the Company Name

In company establishment applications in Serbia, it is mandatory to choose a unique and compliant company name. An inappropriate or already taken name can lead to the rejection of your application.

Basic rules for the company name:

• The name must include the type of company (for example: “XYZ Consulting d.o.o.”).
• The name must not be misleading or offensive; it should not contain expressions that mislead the public or consumers.
• It must not be already in use by another company.

In practice, you can check the company name through the SBRA portal and effectively “reserve” the name during the application. Therefore, before applying:

• Plan 1 main and 1–2 alternative names,
• If your target market is Serbian customers, consider a Serbian-adapted version if necessary

to reduce the need for revisions in the future.

Step 2: Obtaining a Qualified Electronic Signature (QES)

Since May 2023, there is a requirement to make establishment applications electronically for most types of companies, including d.o.o. This means that all main documents and applications must be signed with a qualified electronic signature (QES).

Practical issues regarding QES:

• QES is obtained from an authorized electronic certificate provider in Serbia.
• Foreign founders typically either obtain QES themselves or give power of attorney to lawyers or consultants for signing authority.
• Notarized wet signature procedures have largely evolved into digital signatures with QES for company establishment.

For investors wishing to establish remotely, conducting this step through a professional law firm or consultancy via power of attorney reduces both speed and risk of errors.

Step 3: Obtaining a Registered Address

In your establishment application to the SBRA, you must provide a registered address within Serbia for your company. This address is the legal center where official notifications and tax correspondence will be sent.

Accepted documents for the address:

• Lease agreement for an office or commercial space,
• If the property belongs to the founder, title deed or proof of ownership,
• If necessary, usage permit issued by the property owner or lessor.

Foreign entrepreneurs often use a virtual office or shared office address especially in the startup phase. A compliant virtual office solution under Serbian law reduces physical office costs in the initial phase while providing a valid address with the SBRA.

Step 4: Preparing the Founding Act

The fundamental document of a Serbian limited company is the Founding Act. It is prepared in two formats depending on the number of founders:

• If there is a single founder: “Decision of Establishment”
• If there are multiple founders: “Articles of Association”

This document is the “constitution” of the company and must include at least the following elements:

• Identification and address information of the founders,
• Company name, registered address,
• Field(s) of activity and NACE activity codes,
• Amount of capital, distribution of shares, payment method and schedule,
• Management structure, powers of the director(s), representation principles,
• Basic internal company rules such as profit distribution, share transfer, and general assembly calls.

Important points:

• The Founding Act must be prepared in Serbian or translated into Serbian by an authorized translator.
• In current practice, QES with electronic signature is valid instead of notarization.
• Founders planning to obtain residency or work permits in the future should consider whether they can appoint themselves as director at this stage.

Strategic mistakes made here can lead to serious difficulties in future share transfers, partnership structures, or management changes. Therefore, especially in a multi-partner structure, it is advisable to prepare the draft of the articles of association with an experienced lawyer or international tax expert.

Step 5: Depositing Minimum Capital

The legislation in Serbia requires a minimum capital for limited liability companies (d.o.o.), even if nominal. In practice, although there are different examples in resources, most investors start with a reasonable amount of capital suitable for their business model.

General framework:

• The minimum legal capital for d.o.o. is symbolic; however, a capital consistent with a serious business plan is considered more reassuring for banks and residency applications.
• Some sources may refer to RSD 100,000 (approximately €850); what matters is that the chosen capital is consistent with the company’s needs and the expectations of the authorities.
• Typically, at least 50% of the capital is deposited in the bank before establishment, and the remaining part is completed within the legal timeframe.

Operation:

• A temporary account (or capital/escrow account) is opened in the bank in the name of the company.
• The chosen capital amount is deposited into this account.
• The bank issues a certificate or receipt showing the deposited amount; this document is attached to the SBRA application.

While there may not be a minimum capital requirement for partnership or sole proprietorship structures, the capital threshold is much higher for structures like joint stock companies. Therefore, for foreign investors, d.o.o. is the most practical option due to both flexible capital and limited liability.

Step 6: Identity, Activity, and Tax Preparations

Before the establishment application, you must gather some documents and information:

6.1. Founder and Representative Documents

• For individual founders, passport or ID (notarized copy if necessary),
• If the founder is a legal entity, a current activity certificate or trade registry summary obtained from its country’s trade registry,
• If acting by power of attorney, a notarized and apostilled power of attorney,
• Sworn translation of the documents into Serbian.

6.2. Activity and Statistical Codes

When registering your company, you will define your main area of activity with one or more activity codes according to the NACE system. These codes are important for the Serbian Statistical Office and tax administration.

6.3. Tax Preparations

• In some cases, personal PIB (tax ID – tax number) may be required for founders.
• The choice of VAT liability for the company can be made initially based on your turnover estimates.

Errors at this stage can lead to unnecessary explanations and corrections during your first contact with the tax administration. When establishing an international structure, elements such as the Turkey-Serbia Double Taxation Agreement should also be taken into account.

Step 7: Electronic Establishment Application via SBRA

Once all preparations are complete, you will reach the stage where the company establishment is formalized. At this point, the application is made using the Integrated Registration Form (JRPPS) through SBRA’s e-portal.

Main elements submitted in the application:

• Founding Act (Decision of Establishment / Articles of Association) signed with QES,
• Lease agreement or ownership document showing the registered address,
• Bank certificate showing that the capital has been deposited,
• Identification / registry documents of the founders and representatives if applicable,
• Receipt for the paid registration fee.

Fees and durations:

• Administrative registration fees are generally around €50–100 (excluding QES, translation, and any notary fees).
• SBRA typically processes the file within 3–7 business days.
• Upon approval, the company registration certificate, tax number (PIB), statistical number, and other essential registrations are provided in one go.

You can access current procedures and forms through the official instructions of the Serbian Business Registers Agency (SBRA).

Step 8: Initial Steps After Establishment (Brief Summary)

Although the focus of this article is on “first steps,” there are also some fundamental steps you need to take immediately after your company is actually established:

• Convert the temporary account to a permanent company account and complete the banking relationship,
• If necessary, activate VAT liability and other tax registrations,
• If employees will be hired, set up social security and payroll processes,
• Identify and apply for sector-specific licenses, permits, and approvals.

For foreign founders, the company registration often progresses in parallel with residency and work permit processes. Especially if you plan to appoint yourself as a director and reside in Serbia, you will need to manage immigration and employment legislation simultaneously.

Cost, Duration, and Tax Perspective

The cost and duration expectations for establishing a d.o.o. in Serbia can be roughly framed as follows (as of early 2026 based on general market observations):

• Establishment fees (SBRA): Approximately €50–100
• QES, translation, and possible notary costs: Averaging between €30–100 in total
• Legal/accounting/consulting services: Varies depending on the complexity of the file; multi-partner structures, complex shareholding, or investor agreements can increase costs.
• Total establishment duration: If documents are ready, the company can generally be ready for operation within 1–2 weeks.

On the tax side, the corporate income tax rate in Serbia is competitive compared to the European average, and tax optimization is possible with appropriate structuring. However, this optimization needs to be structured considering both Serbian and the founder’s home country legislation simultaneously.

Corpenza Perspective: Why Professional Support is Critical?

When establishing a company in Serbia, the statement “a company can be established in 3–7 days on paper” is only valid with proper preparation and the right team in practice. Especially:

• Establishing a company remotely (from Turkey, the EU, or third countries),
• Integrating the company with plans for residency, work permits, or citizenship through investment,
• Designing a compliant structure for tax, profit distribution, and transfer pricing among your companies in different countries,
• Working through models like international personnel employment, posted worker, EOR/payroll in Serbia

In such scenarios, acting alone often leads to costly mistakes.

As Corpenza, we provide end-to-end support across Europe, including Serbia, in:

• Company establishment and appointment of managers,
• Residency, investment, and employment-based mobility solutions,
• International accounting and payroll/EOR structuring,
• Tax and contribution optimization through the posted worker model,
• Planning investment-based residency and citizenship strategies

Thus, the structure you establish in Serbia becomes not just a “registered company” but a tool that works in harmony with your global strategy.

Conclusion: Correct First Steps for a Strong Start in Serbia

The most critical point determining success when establishing a limited liability company (d.o.o.) in Serbia is to plan the initial steps without rushing, from both a legal and tax perspective. In summary:

• Clarify the company name, activity codes, and address from the start.
• Take the QES and electronic application processes seriously; do not leave digital gaps.
• Structure the Founding Act according to your future growth and partnership plans.
• Plan the capital and banking processes according to both local legislation and your global structure.
• Consider the establishment in conjunction with your residency, work permit, and international employment strategy.

To keep up with current procedures and forms, check the Serbian Business Registers Agency (SBRA) page for official information and remember that local legislation changes frequently.

Disclaimer

This text is prepared for general informational purposes and does not constitute legal, financial, or tax advice. Company establishment, tax, residency, and work permit processes in Serbia and other countries are subject to local legislation that may change over time. In each specific case, you should check current official sources and seek professional support from competent lawyers, financial advisors, or international tax/consulting experts. Corpenza and the author cannot be held liable for any direct or indirect damages arising from decisions made based on this text.