How to Register a Company in Serbia, Step‑by‑step Tier 2 Guide

Serbia has become one of the most accessible jurisdictions in Southeast Europe for company formation, attracting founders and multinational teams looking to establish a presence in a market with competitive labour costs, EU‑candidate trade advantages, and a straightforward registration regime. Whether you need to register a company in Serbia as a local entrepreneur or as part of a cross‑border expansion, the process runs through a single gateway, the Serbian Business Registers Agency (APR). In this step‑by‑step Tier 2 guide, I walk through every stage of company registration in Serbia: choosing the right legal form, preparing and notarising documents, filing with the APR, opening a bank account, and registering for tax.

At NCR Lawyers, we handle these formations regularly, and the practical tips below reflect the delays and pitfalls I see clients encounter in real filings, not just the textbook procedure.

Quick Answer, Company Registration in Serbia in Five Steps

If you need the short version before diving into the detail, here it is. To register a company in Serbia you follow five core steps, and the entire process typically takes between five and fifteen business days when documentation is correctly prepared.

1. Reserve your company name, search availability on the APR portal and confirm there is no identical or confusingly similar name already registered.
2. Prepare founding documents, draft the Articles of Association (or Founding Act for a single‑member DOO), have them notarised, and arrange certified translations into Serbian where necessary.
3. File with the APR, submit the registration application online through the APR e‑filing system or in person at an APR office, together with all required attachments and proof of fee payment.
4. Open a corporate bank account, deposit any required share capital and obtain bank confirmation.
5. Register for tax and social security, the APR automatically assigns a tax identification number (PIB), but you must separately register with the Tax Administration (Poreska uprava) for payroll and, if applicable, for VAT.

The remainder of this guide unpacks each step in the detail that corporate advisors and in‑house teams actually need.

Choosing the Right Legal Form for Company Formation in Serbia

Before you file anything, you must decide which legal entity suits your commercial objectives. Serbian law recognises several forms, but in practice three account for the overwhelming majority of new registrations: the DOO (limited liability company), the AD (joint‑stock company), and the sole proprietorship (preduzetnik). My advice to clients is almost always to start the analysis with the DOO unless there is a specific regulatory or capital‑markets reason to choose otherwise.

DOO, Društvo sa Ograničenom Odgovornošću (Limited Liability Company)

The DOO is the workhorse of Serbian company formation. It offers limited liability for its members, a flexible governance structure (a single director is sufficient), and, critically, there is no meaningful minimum‑capital barrier. Serbian law permits a DOO to be established with a nominal registered capital of just 100 RSD (approximately one euro), although in practice most founders set a more credible figure. A DOO can have one or more members, and both natural persons and legal entities, domestic or foreign, may hold membership interests. Governance is straightforward: a general meeting of members (or a sole‑member decision) and at least one director. Annual financial statements must be filed with the APR.

AD, Akcionarsko Društvo (Joint‑Stock Company)

An AD is the appropriate vehicle when public offerings, listed securities, or regulated‑industry capital requirements are involved. The minimum capital requirement is significantly higher than for a DOO, and governance is more complex: a board of directors (or a two‑tier management and supervisory board) is mandatory, along with mandatory audit. For most foreign investors setting up a subsidiary or regional office, an AD adds cost and administrative overhead that is rarely justified. I see AD formations primarily in banking, insurance, and capital‑markets contexts.

Sole Proprietorship, Preduzetnik (Entrepreneur)

The preduzetnik form is available only to natural persons and carries unlimited personal liability. Its chief advantage is speed, registration can be completed in a single day, and simplified bookkeeping. It is best suited to freelancers, consultants, and micro‑businesses. Foreign nationals may register as entrepreneurs if they hold a valid Serbian residence permit.

Step‑by‑Step: How to Register a Company in Serbia

The following walkthrough assumes a DOO formation, which is the most common scenario. The steps are substantially similar for an AD, though additional governance documents are required. I have structured this as the seven sequential steps I follow when managing a company registration in Serbia for clients of NCR Lawyers.

Step 1, Pre‑Checks and Company Name Reservation

Before preparing any paperwork, search the APR’s online company register to confirm that your proposed company name is available. The search is free and can be done on the APR website. The name must be in the Serbian Cyrillic script (a Latin‑script transliteration is registered alongside it automatically). A name will be refused if it is identical to, or confusingly similar to, an existing registered entity. In my experience, it is worth checking both the exact name and obvious abbreviations. There is no formal name‑reservation procedure, the name is secured when the registration application is filed and accepted, so speed matters if the name is commercially valuable.

At this stage, also confirm the business activity codes (šifra delatnosti) you intend to register. You must nominate a primary activity code, and you can register additional codes. The codes follow the classification maintained by the Statistical Office of the Republic of Serbia.

Step 2, Drafting the Articles of Association and Notarisation

The core founding document for a single‑member DOO is the Odluka o osnivanju (Founding Decision); for a multi‑member DOO it is the Ugovor o osnivanju (Articles of Association). Key clauses must cover:

• Company name and registered seat. The full address of the registered office in Serbia.
• Founder details. Full name, personal identification number (or passport number for foreigners), and address of each founder.
• Share capital and member contributions. Amount, type (cash or in‑kind), and deadline for payment.
• Management structure. Appointment of the first director(s), scope of authority, and term of office.
• Duration and dissolution provisions.

The founding document must be notarised by a Serbian public notary (javni beležnik). Notaries are assigned to specific territorial jurisdictions, so the appointment must be made with the notary competent for the address of the registered seat. If the founding document is executed abroad, it must be legalised (apostilled if the country of origin is a party to the Hague Apostille Convention) and accompanied by a certified Serbian translation prepared by a court‑sworn translator.

Step 3, Power of Attorney and Representation

If the founder will not personally appear at the notary office or at the APR, a power of attorney must be issued in favour of a Serbian‑resident representative. The power of attorney itself must be notarised, and if it is executed abroad, apostilled and translated, just like the founding documents. In practice, this is the step that causes the most delay for foreign founders, because consular legalisation or apostille procedures in the founder’s home country can take days or weeks. I routinely advise clients starting a business in Serbia as a foreigner to initiate the apostille process well in advance of the target registration date.

Step 4, Filing the Application with the APR

The registration application is filed with the Serbian Business Registers Agency (APR). There are two channels:

• Online (e‑filing). The APR’s electronic registration portal allows submission with a qualified electronic signature. This is the faster route and is increasingly preferred. You upload scanned originals of all documents and pay the fee electronically.
• In person or by post. Applications can also be filed at any APR office, the central office is in Belgrade, with branch offices across Serbia. You submit hard copies and proof of fee payment. If you need to register a company in Belgrade, the central APR office at Brankova 25 is the standard filing point.

The application form (prescribed by the APR) must be accompanied by the following documents:

The APR registrar examines the application for formal completeness. If all documents are in order, the company is entered in the register and a registration number (matični broj) and tax identification number (PIB) are assigned. A decision on registration is typically issued within five business days of a complete filing, as stipulated by the government guidance on starting a business.

Step 5, Payment of Registration Fees

The APR charges a filing fee for registration. The exact amount depends on whether you file online or on paper, e‑filing fees are typically lower. Fee schedules are published on the APR website. Payment is made to a designated government account, and the receipt must accompany the application. I recommend checking the current fee amounts directly on the APR portal before filing, as amounts are updated periodically.

Step 6, Tax Registration and Social Security

Upon registration with the APR, the company is automatically assigned a PIB (tax identification number). However, several additional registrations are necessary before the company can begin operating:

• Tax Administration (Poreska uprava). Register as a taxpayer at the local tax office competent for the company’s registered seat. This is required for corporate income tax and payroll tax purposes.
• VAT registration. Mandatory once annual turnover exceeds the statutory threshold (currently 8,000,000 RSD). Voluntary registration below the threshold is also available and may be advantageous for B2B businesses.
• Social security registration. Before hiring employees, register with the Central Registry of Compulsory Social Insurance (CROSO) via the Tax Administration.

Step 7, Post‑Filing Formalities

Once the APR issues the registration decision, collect the extract from the register (izvod iz registra), this is your official proof of incorporation. Open a corporate bank account at a Serbian commercial bank (major banks include Banca Intesa, UniCredit, Raiffeisen, and OTP). The bank will require the APR extract, the founding document, identification of the director and beneficial owners, and a specimen signature card. From what I am seeing in practice, bank account opening takes between three and ten business days depending on the bank’s KYC procedures.

Typical Timeline and How to Avoid Common Delays

The table below sets out a realistic timeline for a standard DOO company registration in Serbia. In straightforward cases with correctly prepared documents, the total elapsed time from first name search to operational bank account is typically ten to fifteen business days. When foreign founders are involved and apostille or consular legalisation is needed, add one to four weeks for document preparation.

The most frequent cause of delay I see in practice is incomplete or incorrectly formatted foreign documentation. Missing certified translations, un‑apostilled powers of attorney, or passport copies without notarial certification will all trigger a deficiency notice from the APR, which gives the applicant 30 days to cure, but resets the clock on the entire registration. My standing advice is to have a Serbian‑qualified lawyer review every document before submission.

Serbia Company Registration Cost, Fees and Typical Budgets

The cost of company registration in Serbia is relatively modest by European standards. The main expense categories are:

• APR filing fee. Varies depending on the filing channel (online vs paper) and entity type. Typical DOO registration fees range from approximately 4,500 RSD (e‑filing) to 6,500 RSD (paper filing). Check the current schedule on the APR website.
• Notary fees. Notarisation of the founding document and specimen signatures typically costs between 10,000 and 30,000 RSD, depending on the complexity and number of pages.
• Certified translation. Court‑sworn translation fees depend on the language pair and document length, budget approximately 2,000–4,000 RSD per page.
• Legal fees. Engagement of a local corporate lawyer for a straightforward DOO formation typically ranges from €300 to €1,500, depending on complexity and whether foreign‑document legalisation is involved.
• Bank fees. Account opening fees vary by bank but are generally nominal (often waived for business accounts).

In total, a budget of €500 to €2,000 covers most standard DOO formations. For an AD or complex multi‑jurisdictional structures, costs will be higher. I always recommend requesting an itemised estimate from your adviser before proceeding.

Special Cases: Foreign Founders, Branches, and EOR Alternatives

Starting a business in Serbia as a foreigner is entirely permissible, there are no nationality restrictions on shareholding in a DOO or AD. However, several practical considerations apply:

• Document legalisation. All foreign‑issued documents (passports, powers of attorney, parent‑company extracts) must be apostilled or consularly legalised and accompanied by certified Serbian translations.
• Non‑resident directors. A director does not need to be a Serbian resident, but the company must have a registered seat in Serbia and the director will need a Serbian tax identification number for signing authority and tax compliance purposes.
• Branches vs subsidiaries. A foreign company can register a branch office (ogranak) instead of a separate legal entity. The branch has no separate legal personality, the parent company bears full liability. Branches are registered with the APR in a similar process but require additional documentation, including an extract from the parent company’s home register.
• Employer of Record (EOR). Where the goal is simply to hire staff in Serbia without establishing a permanent local entity, an EOR arrangement can be a faster alternative. This does not involve APR registration at all, but it limits the client’s direct control over the Serbian operation.

Post‑Incorporation Compliance, First 12 Months

Once the company is registered and operational, a series of compliance obligations kick in during the first year. Missing these deadlines can result in fines or, in extreme cases, forced liquidation. Here is the essential checklist:

• Capital contribution. If the founding document stipulates a deadline for paying in the registered capital (cash or in‑kind), ensure it is met. For DOOs, the maximum deadline is five years from registration, but shorter periods are typically specified.
• Bookkeeping. Engage a licensed accountant or accounting firm. All companies must maintain double‑entry bookkeeping in accordance with Serbian accounting law.
• VAT registration. Monitor turnover against the mandatory VAT registration threshold. If you expect to exceed the threshold quickly, voluntary registration at inception may simplify invoicing.
• Payroll and social security. Before hiring the first employee, complete CROSO registration. Payroll taxes and social contributions must be calculated and remitted monthly.
• Annual financial statements. File with the APR by 30 June of the following year (for standard companies). The deadline for submission of the tax balance is the same.
• Beneficial ownership registration. Register the ultimate beneficial owners with the APR’s Central Register of Beneficial Owners within 15 days of incorporation.

Conclusion

Company registration in Serbia is a well‑defined, largely predictable process, but it rewards preparation. The difference between a five‑day formation and a two‑month ordeal almost always comes down to document quality and advance planning, particularly for foreign founders dealing with legalisation requirements. Each step to register a company in Serbia outlined in this Tier 2 guide, from name search through APR filing to post‑incorporation compliance, is designed to help corporate teams and advisors execute with confidence. In my experience, getting the founding documents and translations right the first time is the single most effective way to compress the timeline and control costs.

Sources

1. Serbian Business Registers Agency (APR)
2. Welcome to Serbia, Government Guidance for Starting a Business
3. RAS, Development Agency of Serbia
4. UseMultiplier, Serbia Company Registration
5. Starting a business & company formation in Belgrade and Serbia – Practical guide