Tier 2: How to Incorporate a Company in Serbia As a Foreign Founder

Last updated: 9 July 2026

This Tier 2 guide explains how to incorporate a company in Serbia as a foreign founder, from selecting a legal entity and preparing notarised founding documents, through to completing APR company registration and handling every post-registration obligation. Serbia places no nationality restrictions on company ownership, which means foreign natural persons and foreign legal entities enjoy the same incorporation rights as Serbian citizens. At NCR lawyers, I regularly advise international entrepreneurs, in-house counsel and investment teams on company registration in Serbia, and I have structured this guide to mirror the exact procedural sequence my clients follow.

Whether you plan to be on the ground in Belgrade or incorporate remotely through a power of attorney, the step-by-step walkthrough below covers every stage, cost and compliance deadline you need to know.

Quick Checklist, Incorporation at a Glance

Before diving into the detail, here is the high-level sequence. Each numbered step is expanded in its own section below.

1. Choose the right legal form, D.o.o. (LLC), A.D. (JSC), branch or sole proprietor.
2. Prepare founding documents and power of attorney, draft articles, notarise, apostille or consular-legalise where required.
3. Reserve a company name and secure a registered office address, submit a name-reservation request to the Business Registers Agency (APR).
4. File for registration with APR, submit electronically or in person; receive the Certificate of Registration and tax identification number (TIN).
5. Complete post-registration tasks, register for VAT (if applicable), open a bank account, register employees for social contributions and obtain any sector-specific licences.

Typical end-to-end timeline: five to ten business days for straightforward electronic filings; longer if apostille or consular legalisation is required beforehand.

Step 1, Choose the Right Legal Form for Your Business

The first decision every foreign founder must make is which Serbian company type fits the intended activity, investment size and governance preferences. Serbian law recognises several forms of business organisation. The three most relevant for foreign investors are summarised in the comparison table below.

In my experience, the overwhelming majority of foreign founders choose the D.o.o. form. It offers the lowest capital barrier, the simplest governance structure and full limited-liability protection. Unless your business plan requires public-market access or you are setting up a temporary project office, the D.o.o. is almost always the right starting point.

One-Tier vs Two-Tier Governance

Serbian company law permits both a one-tier and a two-tier management structure for companies. Under the one-tier model, the company is managed by one or more directors appointed by the shareholders. Under the two-tier model, a supervisory board oversees the management board; this is mandatory for joint-stock companies of a certain size and optional for others. The choice of governance model must be stated in the founding act and recorded with APR at the time of registration. For a D.o.o. with a small number of shareholders, the one-tier model is standard and far simpler to administer. Full details on governance requirements appear in the APR’s formation instructions.

Step 2, Name Reservation, Registered Office and Corporate Seat

Before filing for incorporation, you should reserve the desired company name with the APR. Name reservation is not strictly mandatory, you can submit the name as part of the full registration application, but I always advise foreign clients to reserve first, because a rejection at the full-filing stage wastes time and fees.

The registered office (sedište) is the official address at which the company will receive legal correspondence. It must be a real address in Serbia; a P.O. box is not sufficient. Many foreign founders use the address of a local law firm, accountancy practice or serviced-office provider until permanent premises are secured. The registered office address is recorded in the APR register and is publicly visible.

Step 3, Prepare Founding Documents and Notarisations

Getting the documentation right is the single most important step if you want to avoid APR rejections. The documents required to register a company in Serbia as a foreigner typically include the following:

• Founding Act (Osnivački akt). For a single-member D.o.o. this is a Decision on Formation; for a multi-member D.o.o. it is an Articles of Association (or Memorandum of Association). The founding act must state the company name, registered seat, business activity codes, share capital, identity of founders and their respective shares, and the chosen management model.
• Decision on appointment of the director(s). Must identify each director by full name, personal identification number (or passport number for foreigners) and the scope of their authority.
• Specimen signature of the director(s). This is certified before a Serbian notary public or, for remote founders, before a foreign notary with apostille or consular legalisation.
• Proof of identity of founders. Certified passport copy for natural persons; a current extract from the commercial register for legal-entity founders, apostilled or consular-legalised and accompanied by a certified Serbian translation.
• Bank certificate for capital deposit (if the founding act prescribes capital to be paid in cash before registration).
• Power of Attorney (PoA), required when the founder will not be physically present in Serbia to file.

All foreign-language documents must be accompanied by a certified translation into Serbian prepared by a sworn court interpreter. Where the originating country is a party to the Hague Apostille Convention, documents are authenticated by apostille. For countries outside the Convention, consular legalisation through the Serbian embassy or consulate is required.

My practical tip: have the founding act and PoA drafted or reviewed by a Serbian corporate lawyer before notarisation abroad. Correcting errors after apostille adds weeks to the timeline.

Step 4, Registering with the Business Registers Agency (APR)

The APR (Agencija za privredne registre) is the central authority for company registration in Serbia. The application can be submitted either electronically through the APR portal or in person (on paper) at the APR’s Belgrade office or through designated post offices.

The standard APR registration workflow for a D.o.o. proceeds as follows:

1. Prepare the registration application form. Use the prescribed APR form for formation of a company. The form is available on the APR website.
2. Compile the supporting documentation package, founding act, director appointment decision, specimen signatures, proof of identity, PoA (if applicable), bank certificate (if applicable) and certified translations.
3. Pay the registration fee. Payment is made to the APR’s designated account before or at the time of filing. Proof of payment is attached to the application.
4. Submit the application. For electronic submission, the applicant (or the authorised representative) must hold a qualified electronic certificate. For paper submission, all documents are submitted in original or certified copies.
5. APR review. The registrar reviews the application within a statutory deadline. If the application is complete and compliant, APR issues the Registration Decision and the Certificate of Registration. At the same time, APR assigns a company registration number (matični broj) and a tax identification number (TIN / PIB), which it forwards to the Tax Administration.
6. Publication. The registration data are published in the APR’s online register, making the company’s existence publicly verifiable.

Common reasons for rejection: incomplete PoA, missing certified translations, incorrect business-activity codes (šifra delatnosti), arithmetic errors in share percentages, and failure to attach the bank certificate when the founding act requires pre-registration capital payment. If the application is rejected, the applicant may correct and re-file within the prescribed period, although an additional fee may apply.

Electronic Registration vs In-Person (Power of Attorney Workflow)

Foreign founders who cannot travel to Serbia routinely incorporate remotely. The process works as follows: the founder signs the founding act, director appointment decision, specimen signature and a special PoA before a notary in their home country. These documents are apostilled (or consular-legalised), translated into Serbian by a certified court interpreter and sent to the local representative. The representative, typically a Serbian lawyer, then files the package with APR on the founder’s behalf, either electronically (using the representative’s own qualified electronic certificate) or in person. In my practice at NCR lawyers, remote incorporation is the norm rather than the exception, and the entire process typically adds only a few extra business days compared with in-person filing.

Step 5, Fees, Timeline and Official Confirmations

The cost of registering a company in Serbia is modest by European standards. The principal fees payable to APR are summarised in the table below. Because APR publishes fee schedules in Serbian dinars (RSD), I have included approximate euro equivalents for planning purposes, these should be confirmed at the prevailing exchange rate on the date of payment.

Important: Exact fee amounts are set by official APR decisions and are subject to periodic revision. Always confirm the current figures on the APR website before paying. Additional costs, notary fees, certified translations, apostille charges and legal fees, vary by jurisdiction and complexity but should be budgeted alongside the APR fees.

Timeline: APR aims to process straightforward applications within five business days of receipt. Electronic filings are often processed faster. Delays usually arise from document deficiencies rather than processing backlogs.

Step 6, Post-Registration Practical Steps

Once APR issues the Certificate of Registration and TIN, several post-registration tasks must be completed before the company can operate fully.

• Tax registration confirmation. APR automatically forwards registration data to the Serbian Tax Administration (Poreska uprava). The company receives a TIN (PIB) as part of the APR registration. However, you should verify registration status on the Tax Administration portal and submit any additional declarations required for your activity.
• VAT registration. VAT registration is mandatory once annual turnover exceeds the statutory threshold (currently RSD 8 million). Companies may also register voluntarily. The application is filed with the competent Tax Administration office.
• Open a bank account for foreigners. Serbian banks require the Certificate of Registration, founding act, director identification and specimen signatures. KYC requirements for foreign founders can be extensive, expect requests for proof of source of funds, foreign bank references and beneficial-ownership declarations. I recommend initiating the bank account opening process immediately after receiving the Certificate of Registration, as delays are common.
• Employer and social-security registration. If the company will employ staff, it must register with the Central Registry of Compulsory Social Insurance (CROSO). Employer contributions for pension, health and unemployment insurance are mandatory from the first day of employment.
• Sector-specific licences and permits. Certain activities (e.g., financial services, pharmaceuticals, construction, food production) require additional licences from sector regulators. Confirm your activity codes and any associated permit requirements early.
• Municipal registration. Depending on the location of the registered office, municipal administrative fees or registrations may apply.

Step 7, Employing Staff and Work Permits for Foreign Employees

Serbia’s labour market is accessible to foreign employers, but hiring foreign nationals requires a work permit issued by the National Employment Service (Nacionalna služba za zapošljavanje). The process generally involves the following:

1. The employer applies for a work permit on behalf of the foreign employee.
2. The foreign employee applies for a temporary residence permit, which is linked to the work permit.
3. Once both permits are granted, the employee may begin work and must be registered for social contributions.

Serbia has been gradually expanding annual work-permit quotas to accommodate growing foreign direct investment and labour-market needs. For founders who intend to manage the company themselves, the director role does not always require a separate work permit, but a temporary residence permit is still necessary if the founder will be physically present in Serbia for an extended period. The rules can be nuanced, and I recommend confirming the current requirements with the competent authority or a qualified immigration lawyer before travel.

Common Pitfalls and Compliance Traps for Foreign Founders

Having guided dozens of foreign incorporations, I consistently see the same avoidable mistakes. Here are the eight most frequent pitfalls:

• Incorrect or incomplete Power of Attorney. The PoA must specifically authorise the representative to file for company formation with APR, a general PoA is often rejected.
• Improper translations. Only translations by a certified Serbian court interpreter are accepted. Translations by non-registered translators will be refused.
• Missing APR form fields. Leaving business-activity codes or share-percentage fields blank triggers automatic rejection.
• Capital-deposit mismatch. If the founding act states capital will be paid before registration, a bank certificate must be attached, omitting it is a common oversight.
• Director/residence misalignment. Appointing a director who has no residence or identification number in Serbia without addressing the specimen-signature and notary requirements.
• Delayed VAT registration. Missing the mandatory registration threshold and failing to register on time exposes the company to penalties.
• Bank account opening delays. Underestimating KYC timelines, some banks take two to four weeks for foreign-owned companies.
• Incorrect registered address. Using an address without a valid lease or usage agreement can result in APR queries and delays.

Conclusion

Incorporating a company in Serbia as a foreign founder is procedurally straightforward once you understand the sequence: choose the right entity (usually a D. o. o. ), prepare and properly authenticate your founding documents, file with APR and follow through on post-registration tax, banking and employment obligations. The costs are competitive, the timeline is short, and Serbia imposes no foreign-ownership restrictions on most business activities. The key to a smooth incorporation is meticulous document preparation, particularly the power of attorney, certified translations and founding act, because most APR rejections stem from paperwork errors, not substantive legal barriers.

If you are ready to incorporate a company in Serbia as a foreign founder and need step-by-step legal support, I encourage you to reach out through the Serbia Corporate lawyer directory or visit the Corporate practice, Serbia page for direct guidance.

This article provides general legal information only and does not constitute legal advice. Specific situations may involve additional requirements. Always consult a qualified Serbian corporate lawyer before acting.

Sources

1. Starting a business & company formation in Belgrade and Serbia – Practical guide
2. Business Registers Agency (APR), Formation Instructions
3. Business Registers Agency (APR), Main Site
4. Branch office vs Representative office in Serbia: Legal guide for foreign companies
5. A growing opportunities of doing business and investing in Serbia
6. Rules and advices on how to choose company name in Serbia
7. Opening a company in Serbia remotely from abroad
8. Serbian Tax Administration (Poreska uprava)
9. UNCTAD Investment Policy Hub, Serbia