Things to Consider When Closing a Company in Serbia

Publication date: November 14, 2025

Strategic Approach to Company Closure in Serbia

Which method should you choose: voluntary liquidation or compulsory closure?

The wrong method creates years of liability and cost. First, clarify the company’s financial situation; if you can pay your debts, focus on the “voluntary liquidation” option. If you are in debt, consider bankruptcy; delays in front of creditors pose personal risks to managers.

• Voluntary liquidation: Partners make a decision, appoint a liquidator, call creditors, settle debts, and distribute remaining assets.
• Compulsory closure (administrative deletion/compulsory liquidation): Triggered if you do not submit financial statements, cannot appoint a legal representative, or disrupt minimum obligations; your chance of appeal weakens.
• Bankruptcy: If the company cannot turn its debts, the commercial court manages the process; creditors have priority.

How should you plan the timing and risks?

Manage the timeline like a countdown; strict deadlines apply for registration, announcements, and creditor applications. Break down cash outflows into phases; leave buffer time for employee terminations, tax closure, and bank accounts. If you are operating in multiple countries, synchronize contract closures and data transfer (similar to GDPR) steps.

• Pre-assessment: Asset-debt inventory, outstanding tax and social security items, employee liabilities.
• Risk map: Ongoing lawsuits, guarantees, environmental and lease termination costs.
• Communication plan: Transparent and dated information with employees, suppliers, banks, and the tax authority.

Legal Process: From Decision to Deletion from the Commercial Register

Make a decision, appoint a liquidator, write the plan

Hold a general assembly and make the liquidation decision. Appoint the liquidator in the same session; formalize the job description, powers, and reporting periods in writing. Add asset sales, debt collection order, and closure date range to the business plan.

• Formalize the decision at the notary and complete the signatures.
• Appoint an experienced professional as the liquidator; prevent conflicts of interest.
• Prepare the initial balance sheet and debt list; work with fair value.

Register the APR and announce creditors on time

After making the liquidation decision, apply for registration without delay. Publish the relevant announcement and allow creditors to apply within the legal timeframe.

• Register the decision and liquidator appointment with the Serbian Business Registers Agency (APR) shortly.
• Publish the creditor call; set a calendar for the period when creditors will notify.
• Number each application and respond in writing; file the reasons for acceptance/rejection.

You can review the official steps and deletion application instructions from APR here: APR – Deletion (Company Registers)

Close contracts and licenses

Terminate contracts without completing the delivery-invoice-guarantee cycles. Cancel licenses and permits; retrieve guarantee letters and bonds.

• Supplier and customer contracts: Open jobs, returns, penalties.
• Office and warehouse rents: Early termination fees and restoration obligations.
• IP and domains: Transfer, do not miss renewal dates.

Tax, Accounting, and Cash Management

Complete the tax closure thoroughly

Submit the final declarations to the tax authority and close the accruals. Prepare the closing balance sheet and financial statements for the liquidation period; use an independent auditor where necessary.

• Corporate tax, VAT, withholding: Final period declaration, offsetting, and refund processes.
• Asset sales: Calculate VAT and potential capital gain effects.
• No tax debt letter: Add it to your liquidation file; banks will request this.

Close payroll and social security files

Calculate employee exits accurately; pay all severance, notice, and annual leave provisions. Completing social security and unemployment contributions will reduce future appeal risks to zero.

• Final payroll: Overtime, bonuses, expense settlements.
• Social security closure: Declarations, e-password cancellations.
• Cross-country employees: Clean records in terms of double insurance and total agreements (similar to A1/S1).

Corpenza manages payroll closure, expense management, and official reporting end-to-end with international accounting and payroll services. A compliant closure makes a difference in future audits.

Organize bank accounts and foreign currency transactions

Manage your cash plan with weekly visibility; do not close accounts without settling loans and guarantees. Establish a compliant transfer plan for capital returns in foreign currency accounts.

• Bank closure: Cancel authorities, keep account statements.
• Loans and leasing: Early closure costs and release letters.
• Cash distribution: Observe the order of creditors before payments to partners.

Employees and Cross-Border Workforce

Manage terminations transparently and on schedule

Communicate openly with employees; clarify dates, entitlements, and reference letters. Apply legal notification periods and make documents valid with electronic signatures.

• Termination packages: Closure of severance, notice, bonuses, and fringe benefits.
• Visa/residence permit holders: Status change and exit notification plan.
• HR archive: Store personnel files securely and accessibly.

Close posted worker and temporary employment files

If you have employees assigned across borders, close the “posted worker” notifications and A1-like documents. Do not leave gaps in temporary employment and subcontractor files that could create joint liability.

• End of assignment: Closure notification to the host country.
• Salary and allowances: Pay attention to tax-Social Security differences in the host country.
• References and support: Protect reputation with outplacement and career transitions.

Corpenza incorporates employees into a regular transition plan with posted worker and personnel leasing (temporary employment) services; positions your core team to continue operations in another country with EOR and outsourcing options.

Communicate and protect employer branding

Send your messages from a single center and date them; prevent misunderstandings. Provide a short FAQ document and entitlement table; reduce the likelihood of appeals.

• Prioritized communication: Employee → customer → supplier → bank.
• Document set: Termination letter, account statement, reference letter.
• Follow-up: Obtain satisfaction and closure confirmation 7–14 days later.

Documents, Audits, and Common Mistakes

What documents should you keep ready?

Document every step in writing; the archive you create today will be the strongest defense in a potential dispute tomorrow.

• General assembly decisions and liquidation plan.
• Creditor announcement, application list, acceptance/rejection minutes.
• Closing balance sheet, tax declarations, “no tax debt” letters.
• Employee terminations, payroll closure reports, social security notifications.
• Bank correspondence, guarantee release, and account closure confirmations.

How do you prepare for an audit?

Create sample sets in advance; provide complete data to the auditor in one go. File compliance trails (audit trail).

• Invoice-payment reconciliation and VAT compliance.
• Pricing evidence for asset sales (valuation, offer, tender).
• Related party transactions and transfer pricing file.

Common mistakes and their consequences

A gap in the timeline and documents can lead to personal liability. Avoid the following mistakes.

• Registration and announcement delays: Compulsory closure is triggered; you waste time with appeals.
• Tax or Social Security balance: Creates personal risk for managers and partners.
• Incomplete payment of employee rights: Creates lawsuits and interest burdens.
• Leaving electronic authorities open: Risks of misuse and data breaches.
• Closure without archives: Your proof power decreases in claims that can arise up to 5 years.

Duration, Cost, Alternatives, and Roadmap with Corpenza

How long does it take, how much does it cost?

The complexity of the file determines the duration; you can complete a smooth voluntary liquidation in a few months. The number of employees, tax refunds, and asset sales extend the timeline.

• Duration: 4–6 months for simple files; longer for disputed files.
• Cost items: Legal and accounting, announcement/registration fees, liquidator, valuation, and transportation.
• Cash plan: Debt settlement with cash generated from debt collection and asset sales.

Alternatives to closure: is closure always necessary?

Different paths may yield better results depending on the strategy. Consider the following options:

• Share/asset sale: Transfer the operation at its value; reduce closure costs.
• Mergers/acquisitions: Transfer assets to another entity; protect the brand and contracts.
• Clean closure instead of suspending activity: “Sleeping” status carries tax and administrative risks; prolongs uncertainty.

Compliant and fast closure with Corpenza

Corpenza establishes an end-to-end closure-repositioning plan with incorporation, mobility, and workforce solutions in Europe and globally. While managing the liquidation process in Serbia, we empower you in the following areas:

• Legal and corporate steps: Liquidation decision, APR registration, creditor call, deletion application.
• International accounting and tax: Final declarations, VAT-withholding closure, tax optimization.
• Payroll and offboarding: Payroll closure, expense management, and reporting for remote and contracted personnel.
• Personnel leasing and posted worker: EOR and temporary employment solutions during the transition period.
• Residence/work permit and alternative markets through investment: While moving operations to the EU or nearby markets, we prepare the new ground with residency, company establishment, and investment programs if necessary.

Design the closure not as an “end” but as a “new beginning” in a more efficient geography. By proceeding with a clear timeline, complete documents, and the right partners, you eliminate risks and preserve value.