Administrative Procedures for Setting Up a Company in Serbia

Published on April 19, 2026 and written by Cyril Jarnias

Starting a business abroad often seems daunting due to paperwork, delays, and the language barrier. However, in the case of Serbia, the procedures are structured, largely digitized, and relatively fast. The country has made welcoming foreign investors a priority, with clear rules, a one-stop shop, and particularly low setup costs.

Why Serbia Attracts Business Founders

Serbia positions itself as a preferred destination for entrepreneurs and international investors. The country is not yet a member of the European Union, but it has been an official candidate for accession since 2012, which requires it to gradually align its legal and accounting framework with European standards.

Some key structural advantages can be summarized in the following table.

The other essential strength is institutional: Serbia has established a central agency, the Agencija za privredne registre (APR), in English the Serbian Business Registers Agency (SBRA), which functions as a true electronic one-stop shop. It manages the register of companies, entrepreneurs, branches, ultimate beneficial owners, and also part of the tax and social formalities at the time of incorporation.

Understanding the Legal and Institutional Framework

To successfully set up a company in Serbia, it is essential to understand which laws govern the process and which authorities are actually involved.

The core of the system is based on several major texts:

Around this foundation, several institutions play a specific role.

The APR, established in 2005 with support from the World Bank, Microsoft, and USAID, is fully funded by its own revenues and operates entirely online for most formalities. Since May 2023, the registration of companies (LLCs, JSCs, partnerships) has been exclusively electronic.

Choosing the Right Legal Form for Your Project

Before starting the formalities, you need to determine which structure fits both your investor profile and your business project. Serbia offers a full range of legal forms, but some are significantly more commonly used than others.

Main Types of Business Entities in Serbia

The basic options can be grouped in the following table.

In practice, three forms account for the majority of incorporations: the limited liability company (DOO), the joint stock company (AD) for large projects, and the sole proprietorship status for freelancers and small-scale activities.

Focus on the Limited Liability Company (DOO)

The DOO is the vehicle of choice for foreign investors, and for good reason:

For international investors, the total absence of nationality restrictions for founders, shareholders, and directors is a key point. Furthermore, the law allows for entirely remote formation by power of attorney, enabling the creation of a DOO without ever physically being in Serbia, provided you work with a local representative holding a power of attorney.

The Joint Stock Company (AD)

The joint stock company is suited for projects requiring significant capital or considering an IPO. There are two types:

In all cases, at least 25% of the subscribed capital must be paid up before registration, and the cash portion cannot be less than 3,000,000 RSD. Governance is more structured: a board of directors and, optionally, a supervisory board in a dualistic system.

Sole Proprietors and Partnerships

The sole proprietor (preduzetnik) is actually a natural person registered for business purposes. There is no minimum capital, but liability is unlimited for all personal assets. It is a very common form for small-scale activities, freelancers, and certain service providers.

Partnerships (OD and KD) also exist:

– The general partnership (OD) requires at least two partners, all liable unlimitedly and jointly for debts.

– The limited partnership (KD) combines at least one general partner (unlimited liability) and one or more limited partners (liability limited to their contribution).

These structures without minimum capital serve specific partnership logics and are less used by foreign investors than the DOO.

Project Preparation: Name, Activity, Registered Office, and Documents

Once the form is chosen, setting up a company in Serbia follows a logical sequence: choose a name, define the main activity, set a registered office address, draft the founding documents, then proceed to certification and online filing.

Choosing and Reserving the Company Name

The trade name must comply with several specific criteria, checked by the APR during registration:

It is possible to check the availability of a name on the APR website and reserve it for 60 days, renewable once. This reservation is done online for a modest fee (around ten euros).

Defining the Main Activity

Serbia applies an activity classification similar to European NACE codes. Upon registration, you must designate the company’s main activity; this is the activity that will be officially registered.

This does not mean the company will be limited to this single activity: the law practically allows the conduct of many other operations, as long as they do not require a specific license or are not prohibited. However, for certain regulated professions and sectors (banks, insurance, investment services, healthcare, defense, etc.), you must obtain prior authorization or a license from the competent authority before applying for registration with the APR.

Setting the Registered Office: A Physical Address or a Virtual Office

All Serbian companies must have a registered office on the territory. This address is essential: it appears in the public register, serves for official notifications, and often determines affiliation with certain administrative bodies.

In practice, many businesses use a virtual office, especially in large cities like Belgrade. These services, typically charged between €50 and €100 per month, provide a legal address, mail reception, and sometimes additional services (telephony, meeting rooms, secretarial support). The law allows the use of this type of address for registry registration.

Drafting the Founding Act and Founding Documents

For a DOO or an AD, the key document is the Founding Act, often called the Memorandum of Association or Articles of Association. Its content is strictly defined: it must specify:

If there is only one founder, the act can take the form of a unilateral establishment decision. With several members, it is usually a company contract. Members may also conclude a separate shareholders’ agreement, not filed with the register, to organize their relationship in more detail.

For an AD, you also need detailed Articles of Association covering governance, share categories, assembly rules, shareholder rights, etc.

Certification, Legalization, and Electronic Signature

Formalities in Serbia still combine requirements for traditional notarial certification with a now fully digital component centered on the qualified electronic signature.

Signature Certification and Document Legalization

The Founding Act and the founders’ signatures must be certified. Since 2017, this role primarily falls to notaries in Serbia; in areas without a notary, certain courts or municipalities may still intervene.

For foreign documents (registry extracts, parent company statutes, birth or marriage certificates, etc.), we enter the realm of foreign public documents. They generally must:

Some countries now issue electronic apostilles (e‑Apostille). A printed document accompanied by a note stating the apostille was issued electronically is accepted by the APR.

For in-kind contributions, particularly real estate, the deeds must be drawn up or “solemnized” by a Serbian notary, and a formal valuation of the value may be required (court expert, auditor, etc.).

Qualified Electronic Signature (QES)

Since the generalization of e‑registration, the qualified electronic signature has become the central tool. It is used to:

– sign the registration application and attached documents (founding act, resolutions, digitized powers of attorney, etc.);

– sign subsequent filings (UBO declaration, financial reports, electronic tax returns).

This digital certificate is issued by accredited certification service providers in Serbia (e.g., the Serbian Post Office, the Chamber of Commerce, the Ministry of Interior, Halcom, E-Smart Systems). It requires identity verification and is often delivered on a smart card or token, usable with a reader and an application (notably the NEXU tool provided free of charge by the APR).

For foreign founders who do not have a Serbian QES, the most common solution is to appoint a local attorney or other representative who already possesses a qualified certificate. A duly executed power of attorney, legalized and translated if necessary, then allows them to sign and file the entire application on behalf of the founders.

Online Registration with the APR

The key step in creating a company in Serbia is registration in the register of business entities maintained by the APR. Since May 2023, this registration has been mandatorily electronic for DOOs, ADs, KDs, and ODs.

The Integrated JRPPS Form and Online Filing

The incorporation application is made via the Integrated Registration Application Form (JRPPS), which combines several registers:

– creation of the legal entity (DOO, AD, etc.);

– entry in the single taxpayer register (obtaining the PIB number);

– simultaneous registration for statistical and social security purposes.

Filing requires:

– creating a user account on the APR platform (via the national e‑identification portal eID.gov.rs);

– possessing a valid qualified electronic signature;

– preparing all documents in electronic format (original digitally signed documents or scanned copies certified as true by a notary, or by the filing attorney);

– paying the registration fees online by card (Visa, Mastercard, Dina).

Processing Time and Application Outcome

The law imposes a maximum processing time of five working days for the APR to rule on a complete application. In practice, registration can be faster (3 days in some cases).

Two outcomes are possible:

In the absence of a request for paper notification, the decision is accessible online in the data search section.

Registration Costs

APR fees are deliberately modest. Amounts vary slightly depending on sources and updates, but approximate figures can be given.

To these fees must be added the costs for notary, attorney, translation, and accountant services, which form the bulk of the setup budget. Common estimates for full assistance (statutes, filing, initial accounting) hover around €300 to €400, to which company formation agent fees (approx. €500–600) and the possible setup of a virtual office (€50–100/month) can be added.

Post‑Registration Steps: Bank, Director Signature, UBO, Taxation

Obtaining the registration decision does not mark the end of the administrative process. Several mandatory steps follow the company’s creation.

Opening a Professional Bank Account

Opening a corporate bank account is both essential for operations and required for capital payment. Without an account, it is impossible to pay suppliers, salaries, or taxes.

In Serbia, more than twenty banks operate under the supervision of the National Bank, including many international institutions (Banca Intesa, UniCredit Bank, Erste Bank, Raiffeisen, OTP, Bank of China, Halkbank, Mirabank, etc.). Banks offer accounts in dinars and foreign currencies (EUR, USD, GBP, CHF…) with online banking services and cards.

The documents typically required include:

For companies owned by non‑residents, the KYC (Know Your Customer) process is often more thorough: business plan, description of expected flows, list of partner countries, sources of funds, etc. Some banks allow account opening by power of attorney, but many require the physical presence of the director or ultimate beneficial owner at least once.

Account opening costs range from €0 to €300, with monthly management fees generally between €5 and €50. The account number must be registered with the tax administration within 15 days of opening.

Obtaining the Director’s Electronic Signature

Once the company is incorporated, the director must obtain their own qualified electronic signature. It will be necessary for:

– filing electronic tax returns via the ePorezi portal,

– signing annual financial reports,

– handling various electronic formalities (registration of ultimate beneficial owners, communication with authorities, e‑invoicing, etc.).

Declaring Ultimate Beneficial Owners (UBO)

Serbia has established a central register of ultimate beneficial owners managed by the APR. Every company must declare the individuals who, directly or indirectly, own or control the company beyond certain thresholds.

UBO registration must generally be completed within 15 days of creation (some sources mention 30 days), via an electronic procedure signed by the director. Non‑compliance is heavily penalized: significant fines and, in serious cases, criminal penalties of up to five years imprisonment.

Initial Tax Filings and VAT

Upon registration, the company is assigned a PIB which serves as the tax ID and, where applicable, the VAT number. Several formalities follow quickly:

All these steps are done online, with the electronic signature of the representative.

Employee Registration and Labor Law Compliance

If the company hires staff, it must:

– register its employees with the pension fund (PIO), health insurance fund, and the national employment office;

– comply with the Serbian Labor Code, particularly regarding written contracts, working hours (generally 40 hours per week), annual leave (at least 20 working days), minimum wage, equal treatment, etc.

Social security contributions are significant: approximately 15.65% of the salary borne by the employer and nearly 20% borne by the employee, covering pension, health, and unemployment insurance.

Corporate Tax Regime in Serbia

One of Serbia’s main attractions remains its corporate taxation, which is simple and relatively moderate. However, an entrepreneur setting up a company must master the main rules to avoid unpleasant surprises.

Corporate Tax, Dividends, and Withholding Tax

Corporate income tax is set at 15% of taxable profit. Capital gains from asset sales (including shareholdings) are generally included in this profit.

Dividends distributed are subject to a 15% withholding tax. For non‑resident beneficiaries, the double taxation avoidance agreements signed by Serbia (approx. 50–61 treaties, depending on sources) can reduce this rate, or even bring it to zero in some cases, subject to providing the appropriate forms and tax certificates.

VAT and Filing Obligations

The value added tax (VAT) in Serbia operates on a classic model:

– standard rate of 20%,

– reduced rate of 10% for certain essential goods and services (basic foodstuffs, some social services, etc.),

– 0% rate on exports and certain international operations.

Registration becomes mandatory when turnover exceeds 8,000,000 RSD over the last 12 rolling months. Companies below this threshold can voluntarily opt for VAT if advantageous (e.g., if they have many taxed purchases and mainly invoice VAT‑registered clients).

VAT returns must be filed within 15 days after the end of the tax period (monthly for large turnovers, quarterly otherwise), with payment due within the following 15 days.

Tax Incentives and Opportunity Zones

Serbia has implemented a range of particularly attractive tax incentives for investors who create jobs or invest heavily in productive assets.

– 10‑year corporate tax exemption for companies investing over 1 billion dinars (approx. €8M) in fixed assets and creating at least 100 jobs.

– Preferential regimes for innovative companies, startups, and R&D structures, sometimes including partial exemptions on researchers’ salaries and incentives for hiring recent graduates.

– Deductions for marketing expenses, employment incentives for certain categories (long‑term unemployed, youth, persons with disabilities), specific schemes in certain regions.

– Import of certain investment equipment exempt from customs duties.

These mechanisms, combined with an already low CIT rate, can sometimes significantly reduce the effective tax burden over long periods.

Accounting, Annual Reports, and Compliance Obligations

Setting up a company in Serbia also means agreeing to comply with a robust accounting and reporting framework, aligned with international standards.

Accounting Standards and Internal Organization

The Accounting Law mandates the use of IFRS for large enterprises, listed companies, and entities required to consolidate. Small and medium‑sized enterprises apply IFRS for SMEs, while micro‑entities may follow a simplified accounting regulation inspired by general principles.

Companies must establish: effective strategies to improve their performance and competitiveness in the market.

– an internal accounting rulebook, describing the chosen accounting principles, internal control procedures, workflow organization, and chart of accounts structure;

– an annual inventory instruction, detailing the procedures for physical inventory of assets and liabilities;

– formal designation of the person responsible for bookkeeping and preparing financial statements, with qualification and experience requirements.

Financial Statements and Filing Deadlines

Every year, the company must prepare and file its financial statements with the APR for publication.

Requirements vary by entity size:

– Large and medium enterprises, IFRS entities: balance sheet, income statement, statement of comprehensive income, cash flow statement, statement of changes in equity, notes.

– Small enterprises: balance sheet, income statement, and notes.

– Micro‑enterprises and sole proprietors: generally, simplified balance sheet and income statement.

The main deadlines are as follows:

All filings are done electronically via the APR platform, with the electronic signature of the legal representative. Even inactive companies must submit an inactivity statement.

Audit Obligations and Controls

Statutory audit is mandatory for:

– all large and medium enterprises,

– small enterprises exceeding a certain turnover threshold (approx. €4.4M),

– listed companies, banks, insurance companies, financial institutions.

Audits must be conducted according to International Standards on Auditing (ISA) by licensed audit firms or auditors, members of the Chamber of Authorised Auditors. A rotation is imposed after seven consecutive years with the same auditor to limit dependency risks.

In case of non‑compliance with accounting rules, failure to file financial statements, or inaccuracies, substantial fines are foreseen, ranging from 100,000 to 3,000,000 RSD for the legal entity, plus individual sanctions for responsible managers.

Setting Up a Company to Obtain a Residence Permit in Serbia

An often overlooked aspect of setting up a company in Serbia is its direct link to obtaining a residence permit for foreign founders. The country has established a residence-by-investment scheme for company formation, with no minimum investment amount and no nationality restrictions.

The typical process is as follows:

Immediate family members (spouse, minor children) can be included in the application under family reunification. There is no strict language requirement to obtain or renew the residence permit.

In practice, setting up a company has thus become one of the fastest, most flexible, and economically affordable paths to settle legally in Serbia while benefiting from an attractive tax regime.

Additional Options: Shelf Companies, Virtual Offices, Professional Assistance

To save even more time, some investors opt to purchase a shelf company. This is an entity already registered but remaining inactive, with no debts or operational history, whose shares are simply transferred to the new owner. The formalization of the transaction can be completed in just one to a few days, including with an existing bank account.

Finally, many foreign entrepreneurs use law and accounting firms specialized in assisting international investors. Their role is multifaceted:

– choosing the legal form and structuring (subsidiary, branch, joint venture);

– drafting and certifying founding acts and shareholders’ agreements;

– managing the entire online procedure with their electronic signature;

– bank account opening, VAT registration, UBO, obtaining local licenses;

– setting up payroll, accounting, and IFRS reporting.

The fees of these intermediaries naturally increase the initial cost, but they secure the process and limit the risks of rejection or non‑compliance, especially when aiming to do everything remotely.

Conclusion: A Modern, Digitalized, and Investor‑Friendly Framework

The administrative steps to set up a company in Serbia are now governed by a clear, largely digitized, and relatively low‑cost system. The existence of an electronic one‑stop shop (APR), equal treatment for domestic and foreign investors, the possibility of remote incorporation, a 15% corporate tax rate, and substantial tax incentives place the country among the most welcoming European jurisdictions for new ventures.

For an entrepreneur seeking both a competitive tax environment, a legal framework inspired by European law, enhanced access to regional markets, and a relatively flexible path to legal immigration, Serbia offers a combination of conditions rarely found elsewhere. The key is to master the crucial steps – from choosing the legal form to online registration, opening a bank account, and setting up accounting – and, if necessary, rely on local professionals to navigate this now well‑structured system smoothly.

Cyril Jarnias

Cyril Jarnias is an independent expert in international wealth management with over 20 years of experience. As an expatriate himself, he is dedicated to helping individuals and business leaders build, protect, and pass on their wealth with complete peace of mind.

On his website, cyriljarnias.com, he shares his expertise on international real estate, offshore company formation, and expatriation.

Thanks to his expertise, he offers sound advice to optimize his clients' wealth management. Cyril Jarnias is also recognized for his appearances in many prestigious media outlets such as BFM Business, les Français de l’étranger, Le Figaro, Les Echos, and Mieux vivre votre argent, where he shares his knowledge and know-how in wealth management.

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