Company formation in Serbia for foreign citizens: Procedure

Company formation in Serbia for foreign nationals allows foreign natural and legal persons to start a business, become owners of a commercial company, register a sole-proprietorship activity, or organise the presence of a foreign company on the domestic market. However, registration with the Business Registers Agency represents only one part of the process, since it is followed by banking, tax, accounting and, where applicable, immigration steps.

A foreign national can be the sole founder of a limited liability company, one of several members of a company, a director, a sole proprietor, or an authorised representative of a branch of a foreign company. A foreign legal entity can likewise establish a company in Serbia, but additional documentation of the parent company is then prepared, with corresponding translation, apostille or legalisation.

Before submitting the registration application, it is important to choose the appropriate legal form, business name, predominant activity, registered seat and management structure. It should also be considered whether the foreign founder will actively work in the company, whether they plan to reside in Serbia, and whether they need a D visa or a single permit.

Can a Foreign National Establish a Company in Serbia

A foreign national can establish a company in Serbia as the sole founder or together with other domestic and foreign natural or legal persons. A company with a foreign owner is registered under the rules applicable to the chosen legal form, with additional requirements linked to the identification of the foreign founder and the use of foreign documents.

In practice, the following situations most often arise:

a foreign national as the sole owner of a limited liability company
two or more foreign founders
a joint venture of domestic and foreign founders
a foreign legal entity as founder of a company in Serbia
a foreign national as director
a foreign national registering a sole proprietorship
a foreign company establishing a branch or representative office

Ownership of a company should not be equated with the right to reside and work. A foreigner can be the owner of a company without automatically acquiring temporary residence, a visa, or the right to personally work in Serbia.

Which Legal Form to Choose

The choice of legal form affects the founders’ liability, tax and accounting obligations, the way the company is managed, the possibility of new partners joining, and the future development of the business. For this reason, the decision should not be based solely on the speed or cost of registration.

For foreign nationals, the following are most often relevant:

a limited liability company
a sole proprietor
a branch of a foreign commercial company
a representative office of a foreign commercial company

Limited Liability Company

A limited liability company, or LLC (DOO), is a separate legal entity. It can have one or several members, and members generally do not answer with their personal assets for the company’s obligations, except in situations prescribed by law.

An LLC is often the appropriate choice when a foreign founder plans:

longer-term business in Serbia
cooperation with domestic and foreign business partners
employing staff
admitting additional members or investors
developing a larger business
a clearer separation of private and business assets

Management is regulated by the founding act. The company may have one or several directors, and members can regulate their mutual relations, shares, voting rights, profit distribution and transfer of shares.

An LLC has more formal, accounting and tax obligations than a sole proprietor. Bookkeeping, tax filings, the director’s work and the costs of regular operations should therefore be planned in advance.

Sole Proprietor

A sole proprietor is a natural person registered to carry out an activity. A foreign national can register a sole-proprietorship business if they meet the prescribed conditions and prepare the appropriate documentation.

This form can be practical when a foreigner plans:

independent provision of services
a simpler business structure
a smaller scope of business
business without additional company members
a tax model suited to their activity and income

An important difference from an LLC is liability. A sole proprietor answers with their entire assets for obligations arising from their business.

Before registering, it should be checked which tax model can be applied, whether the activity meets the conditions for flat-rate taxation, and what the obligations will be regarding bookkeeping, taxes and contributions.

Branch of a Foreign Commercial Company

A branch represents an organisational part of a foreign commercial company through which the parent company carries out its activity in Serbia. A branch does not have the status of a separate legal entity, so the parent foreign company answers for its obligations.

This form may suit a foreign company that wants to:

operate directly in Serbia
keep an organisational link with the parent company
carry out a registered activity through a local branch
appoint a representative for business in Serbia

For registration, documentation of the foreign company is prepared, together with the decision on establishing the branch, information about the representative and other required documents, along with translation and appropriate certification.

Representative Office of a Foreign Commercial Company

A representative office is an organisational part of a foreign company used for preliminary and preparatory activities connected with the parent company’s business.

It is mainly used for:

market research
establishing contacts
promoting the parent company
preparing future business activities
administrative support to the parent company

A representative office is not intended for regular, direct performance of commercial activity in the same way as a company or a branch. Before registration, it is therefore important to check whether its limitations match the actual business plan.

How to Choose the Company’s Business Name

The business name should be checked before preparing and submitting the registration application. The name must not be identical to, or so similar to, an already registered name that it may cause confusion.

A business name most often contains:

the company’s name
an indication of the legal form
the place of the registered seat
other mandatory elements in accordance with the chosen form

When choosing a name, one should check:

whether the name is available
whether it is correctly written
whether it matches the legal form
whether it complies with regulations
whether it could mislead regarding the company’s activity or identity

A company can also register an abbreviated business name, if the prescribed conditions are met. Checking the name before drafting the founding act reduces the risk of the application being rejected and documentation having to be prepared again.

Choosing the Predominant Activity and Activity Code

Upon registration, the company determines its predominant activity and the corresponding activity code. The predominant activity is the one the company plans to carry out as its main business activity.

A registered predominant activity does not necessarily mean the company cannot carry out other permitted activities as well. However, certain business activities may require special licences, approvals, consents or additional conditions.

The choice of activity code can affect:

tax status
the possibility of flat-rate taxation for a sole proprietor
the bank’s treatment of the account
the issuing of permits
accounting obligations
the application of special regulations
the possibility of participating in certain markets

The activity code should therefore be chosen according to the actual business model, not merely according to a general description of the planned work.

Registered Seat and Business Address

Every company must have a registered seat in Serbia. The seat is the address at which the company’s business and official communication is conducted and to which documents from state authorities, courts, banks and business partners can be delivered.

Before registration, it should be checked:

whether the company has the right to use the address
whether the owner of the premises allows registration of the seat there
whether mail will be received regularly
whether the address is suitable for the specific activity
whether the seat and the actual place of business are the same

A foreign founder who does not have their own premises can use an appropriate business address, provided that relationship is properly regulated and mail can be reliably received.

An incorrect or inaccessible address can cause problems in communication with institutions, the bank, and other persons. The seat should therefore not be chosen merely as a formality.

Founding Act and Company Management

The founding act regulates the basic information about the company and the relations among the founders.

With a single founder, a founding decision is adopted, while with several founders a founding agreement is concluded.

The founding act most often regulates:

information about the founders
the business name and seat
the predominant activity
the amount of the registered capital
members’ shares
the method of management
appointment of the director
representation of the company
members’ rights and obligations
transfer of shares
other matters important for the business

When a company has several members, different roles, unequal shares, or a special decision-making process, a generic template is often not sufficient to regulate the relations clearly.

A well-drafted founding act can reduce the risk of future disputes between members and problems in managing the company.

Is It Possible to Establish a Company Without Coming to Serbia

Establishing a company through a power of attorney can enable a foreign founder to complete a large part of the procedure without personally coming to Serbia.

For this, it is most often necessary to prepare:

a power of attorney for the authorised person
certification of the signature
an apostille, when required
full legalisation, when the apostille does not apply
translation of the document into Serbian
documentation suitable for electronic registration

The power of attorney should clearly specify which actions the authorised person may take, including preparing and signing documents, submitting the registration application and communicating with the competent authorities.

The method of certification depends on the country in which the document was issued, international agreements and the type of document. An apostille is therefore not automatically required for every country and every document.

Although the company can be registered without the founder coming, opening a business bank account and certain later procedures may require additional identification or presence in accordance with the rules of the specific bank or institution.

Documentation for Company Formation

The documentation depends on the legal form and on whether the founder is a foreign natural or legal person.

A Foreign National as a Natural Person

When a company is founded by a foreign national, the following are most often prepared:

a valid passport
information on citizenship and address
the founding act
a decision appointing a director, when required
information on the seat and activity
a power of attorney, if an authorised person is conducting the procedure
proof of payment of the prescribed fee
other documentation according to the legal form

The data from the passport must be accurately transferred to the documentation and the electronic application. If a copy of a foreign document is used, it should be checked whether certification, translation or additional proof of authenticity is required.

A Foreign Legal Entity as Founder

When the founder is a foreign company, the documentation may include:

an extract from the register of the country of establishment
proof of the existence and registration of the foreign company
information on its legal representatives
a decision of the competent body on establishing the company in Serbia
the founding act of the new company
a power of attorney
an apostille or other legalisation
a translation by an authorised court interpreter
information and documentation on the beneficial owner

The extract from the foreign register should be sufficiently up to date and clearly show the name, seat, registration number and authorised persons of the parent company.

Documentation for a Sole Proprietor

A foreign national registering a sole-proprietorship business most often prepares:

an identification document
information on the business name
the seat address
the predominant activity
the registration application
documentation on meeting special conditions, if required
proof of the paid fee
a power of attorney, when the application is submitted by an authorised person

For a sole proprietor, the tax model, personal liability and planned scope of business should be considered in advance.

Translation, Apostille and Legalisation of Foreign Documents

Foreign documents must be prepared in a form that allows their use in Serbia.

Depending on the country of origin and the type of document, the following may be required:

translation into Serbian
translation by an authorised court interpreter
an apostille
full legalisation
certification or legalisation in accordance with an international agreement
a certified copy of the document

Translation and legalisation are not the same thing. Translation provides the content of the document in Serbian, while an apostille or legalisation confirms the authenticity of the public document for international use.

Before preparing the documentation, it should be checked:

whether Serbia and the country of origin have a bilateral agreement
whether the Hague Convention applies
whether an apostille is sufficient
whether full legalisation is required
whether the document requires additional certification at all

An improperly translated or legalised document can lead to the application being rejected or a request for supplementation.

Electronic Registration of a Company at the Business Registers Agency (APR)

Registration of commercial companies, including LLCs, is submitted electronically to the Business Registers Agency.

The procedure most often includes:

choosing the legal form
checking the business name
determining the seat
choosing the predominant activity
preparing the founding act
appointing the director
preparing the foreign founder’s documents
translation, apostille or legalisation
completing the electronic registration application
attaching the electronic documents
signing the application with a qualified electronic signature
paying the registration fee
submitting the application to the APR
monitoring the case and acting upon any order

Electronic registration does not mean the application is automatically approved. The documentation must be complete, the data consistent, and the electronic documents prepared in the appropriate format.

A foreign founder without an appropriate domestic qualified electronic signature can carry out the procedure through an authorised submitter, with a properly drafted power of attorney.

What Is Obtained by Registering a Company

Once the application is approved, the company receives a registration decision and is entered in the appropriate register.

Registration most often provides:

the business name
the registration number
the tax identification number
the registered seat
the predominant activity
information on the members
information on the director or other representative
information on registered capital and shares, where applicable

A single-window system allows certain tax filings to be submitted through the connected registration procedure. However, company registration does not mean all tax, banking and record-keeping obligations are complete.

How Long Does Company Registration Take

The duration of registration depends on how properly the application and documentation are prepared. When the application is complete, the APR decides within the prescribed deadline.

The overall procedure can take longer if:

a document is missing
an electronic attachment is not in the appropriate form
the data in the application and documents are not consistent
the business name is not acceptable
a foreign document is not properly legalised
the translation is not appropriate
the applicant receives an order for supplementation or correction

Company registration represents an important step, but not the end of the whole process. After the decision follow the business account, the beneficial owner, accounting and other matters.

Opening a Business Bank Account

After registration, the company opens a business account with a bank. The business account is used to receive payments, pay obligations, do business with partners and carry out other company transactions.

The bank most often requests:

the registration decision
information on the tax identification number
the founding act
identification documents of the director and authorised persons
information on the members and the beneficial owner
a specimen signature card
an OP form, when the bank requires it
additional documentation on the origin of capital or the purpose of business
documentation of the foreign parent company, if the founder is a legal entity

Banks apply customer-identification and risk-assessment rules. For a company with a foreign owner, they may request additional information on the ownership structure, source of funds, planned transactions and business partners.

Opening an account is not automatically part of registration. Each bank independently decides on establishing a business relationship within its own rules and legal obligations.

Recording the Beneficial Owner

Legal entities subject to this obligation should record the beneficial owner in the Central Register of Beneficial Owners.

A beneficial owner is a natural person who, directly or indirectly, has ultimate control over a legal entity, an ownership interest, or other decisive influence.

With a simple ownership structure, this may be a foreign national who is the sole member of an LLC. With a more complex structure, particularly when the founder is a foreign legal entity, it is necessary to trace the ownership chain to the natural person who meets the conditions of a beneficial owner.

For proper recording, it is important to:

establish the ownership structure
gather documentation on the basis of which the beneficial owner is determined
enter the data within the prescribed deadline
keep the documentation
update the data when a change occurs

Failing to fulfil this obligation can lead to legal and administrative consequences.

Qualified Electronic Signature

A qualified electronic signature is important for regular electronic dealings with state authorities and certain systems.

It may be required for:

access to electronic tax services
signing electronic applications
communication with the Tax Administration
recording the beneficial owner
submitting financial statements
using other electronic services
electronically signing certain business documents

A distinction should be made between the signature used by the authorised submitter during formation and the electronic signature the director or other authorised person will use during later business.

Accounting and Tax Obligations

After registration, the company acquires regular accounting and tax obligations. These do not arise only once the company starts generating significant revenue.

It is important to organise in time:

choosing an accountant
keeping business books
recording business changes
issuing invoices
calculating tax
corporate income tax
taxes and contributions for employees and engaged persons
VAT, when there is an obligation or voluntary registration
annual financial statements
other tax returns and deadlines

For a sole proprietor, tax obligations depend on the chosen taxation model. For an LLC, corporate income tax, any distribution of profit, the director’s salary or remuneration, and other obligations should be planned.

It is advisable to involve an accountant before the first business transactions, so that documentation and records are properly organised from the outset.

Employing a Foreign Director and Staff

Appointing a foreign national as director is not the same as automatically acquiring the right to work. It is necessary to establish the legal basis on which the director performs the function and whether they need a single permit.

For a foreign director or employee, the following should be considered:

an employment contract or other basis of engagement
registration for compulsory social insurance
tax obligations
the right to residence and work
a D visa, when required
a single permit
the duration of the engagement
consistency of company and employee data

A company employing foreign nationals should align its labour-law, tax and immigration documentation.

Company Formation and a Foreign National’s Residence

Company formation and temporary residence are related, but separate, procedures. A company may be registered while the foreign founder still does not have the right to a longer stay or to work in Serbia.

Owning a company does not guarantee:

a D visa
temporary residence
a single permit
the right to work
permanent settlement

If a foreign founder wants to live and actively work in Serbia, they must check which immigration basis applies to them.

Depending on the case, the following may be relevant:

a D visa on the basis of employment or self-employment
a single permit
residence on the basis of self-employment
a single permit for a foreign director
another appropriate basis

Company formation and the sing l e permit should be mutually aligned. The business documentation, the director’s function, the basis of engagement and the actual business activity must correspond to the data used in the residence-and-work procedure.

Common Mistakes of Foreign Founders

Wrong Choice of Legal Form

A foreign founder may choose a sole proprietorship because of simpler registration, only to later realise that personal liability, the tax model or the limited possibility of admitting partners does not suit them.

An LLC should likewise not be chosen without understanding the accounting costs, management and obligations of the company.

Incomplete Documentation

A missing passport, inconsistent data, an outdated extract from the foreign register, or an unclear power of attorney can stop registration.

Improper Legalisation of Foreign Documents

An apostille is not required in every situation, but its absence where it is required can render the document unusable. The same applies to full legalisation and translation of documentation.

Assuming the Company Automatically Resolves Residence

Registering a company does not automatically grant the right to reside and work to the foreign founder or director.

Choosing an Inappropriate Activity Code

An incorrect predominant activity can cause problems with the bank, the tax model, permits, or practical operations.

A Formal Address Without Reliable Communication

A registered seat where mail is not received can lead to missed deadlines, undelivered documents and problems with institutions.

Not Opening a Business Account on Time

Without a business account, the company cannot normally carry out most business transactions.

Failing to Register the Beneficial Owner

Foreign founders sometimes consider that the ownership data is already sufficiently visible through the APR. However, the Central Register of Beneficial Owners represents a separate obligation when applicable.

Delaying Accounting Support

Accounting obligations begin from the start of business. Subsequently sorting out disorganised records can be more complex and costly.

How Derya Group Consulting Can Help

Derya Group Consulting supports foreign nationals and foreign companies during the formation of a company and the organisation of the initial business steps in Serbia.

Support can include:

considering the appropriate legal form
preparing founding documentation
preparing powers of attorney
translating documentation into Serbian
organising an apostille or legalisation
electronic submission of the application
company registration at the APR
assistance with the business account
recording the beneficial owner
connecting with accounting support
assistance with regulating a D visa or a single permit
coordination of related administrative procedures

When the company, the bank, translations, taxes, and residence and work are being resolved simultaneously, it is important that every step is coordinated in timing and documentation with the others.

Conclusion

Company formation in Serbia for foreign nationals is possible through several legal forms, but a successful business start does not end with registration alone at the APR.

Before applying, one should carefully choose:

the legal form
the business name
the predominant activity
the seat
the method of management
the director’s status
the way foreign documents are prepared

After registration follow:

opening the business account
recording the beneficial owner
the qualified electronic signature
accounting
tax obligations
registering the director and employees
regulating the residence and work of foreign persons

When the business, banking, tax and immigration steps are planned as a whole, a company can begin operating with more clearly organised obligations and a lower risk of administrative problems.

Frequently Asked Questions

Can a foreign national be the sole owner of a company in Serbia?

Yes, a foreign national can be the sole founder and member of a limited liability company in Serbia, provided they prepare the required documentation and carry out the appropriate registration procedure.

Is it better to establish an LLC or register a sole proprietorship?

The answer depends on the scope of business, liability, tax model, number of founders and development plans. A sole proprietor answers with their personal assets, while an LLC is a separate legal entity with a different structure of obligations.

Can a company be established without coming to Serbia?

In many cases yes, through a properly authorised representative. The power of attorney, translations and legalisation of the foreign documents need to be properly prepared.

What documentation does the foreign founder need?

A foreign founder as a natural person most often prepares a passport, the founding act, company information and possibly a power of attorney. When the founder is a foreign legal entity, an extract from the foreign register, a decision of the parent company and documentation on authorised persons are also required.

Must foreign documents have an apostille?

Not always. The need for an apostille depends on the country of origin of the document, international agreements and the type of document. In some cases full legalisation is required, while for certain countries no additional certification is required.

How long does registration with the APR take?

The APR decides within the prescribed deadline when the application is complete. The overall procedure can take longer if the documentation is not complete, if an order for supplementation is required, or if the foreign documents are not properly prepared.

Does the company immediately receive a tax identification number?

The tax identification number is assigned through the connected registration procedure. Nevertheless, additional banking, tax and record-keeping steps follow afterwards.

Is a business account opened automatically?

No. The business account is opened at a bank after the company is registered, and the bank carries out its own identification and verification of the documentation.

Must the foreign founder register the beneficial owner?

Legal entities subject to this obligation must record the beneficial owner in the Central Register of Beneficial Owners. For a company with a foreign owner, it is often necessary to gather documentation covering the entire ownership chain.

Does company formation give the right to temporary residence and work?

No. Company formation does not automatically grant the right to temporary residence or work. The foreign founder or director must separately regulate the appropriate immigration status.

Does a foreign director need a single permit?

It may be required if the foreign director resides and actively works in Serbia. The exact basis depends on the method of engagement, citizenship and other circumstances of the specific case.