Corporate Law at Serbia
Here’s a clear overview of Corporate Law in Serbia:
Corporate Law in Serbia
1. Legal Framework
The main legislation regulating corporate law is the Law on Companies (Zakon o privrednim društvima).
Other relevant laws include:
Law on Securities
Law on Accounting
Law on Business Registers
Law on Bankruptcy
Serbia is aligning its corporate regulations with EU standards due to EU accession efforts.
2. Types of Companies
The most common business entities in Serbia are:
| Type | Serbian Name | Key Characteristics |
|---|---|---|
| Limited Liability Company (LLC) | Društvo sa ograničenom odgovornošću (DOO) | Most common form, limited liability, minimum capital approx. €1 |
| Joint Stock Company (JSC) | Akcionarsko društvo (AD) | Suitable for larger enterprises, minimum capital €25,000 |
| Sole Proprietorship | Preduzetnik | Unlimited liability, individual ownership |
| General Partnership | Ortačko društvo | Partners have unlimited joint liability |
| Limited Partnership | Komanditno društvo | Mix of general and limited partners |
3. Company Formation Process
Name Reservation: Submit a request to the Business Registers Agency (BRA).
Drafting Articles of Association/Bylaws: Depending on company type.
Deposit Initial Capital: Required for LLC and JSC.
Register with Business Registers Agency: Online registration available.
Obtain tax identification number (PIB) and register for VAT if applicable.
Register with social security and employment authorities.
The registration process is relatively quick, often within a few days.
4. Corporate Governance
LLC (DOO): Managed by one or more directors appointed by the shareholders.
JSC (AD): Requires a board of directors and possibly a supervisory board.
Shareholders’ meetings are mandatory, with rights and obligations defined by law.
Directors owe fiduciary duties and are accountable to the company and shareholders.
5. Taxation
Corporate Income Tax: Flat rate of 15% on profits.
Value Added Tax (VAT): Standard rate is 20%; a reduced rate of 10% applies to some goods and services.
Dividends are subject to withholding tax, generally 15%.
Serbia has a network of double taxation treaties with many countries.
6. Foreign Investment
No restrictions on foreign ownership.
Foreign investors enjoy the same rights as domestic investors.
Serbia offers various investment incentives, especially in free zones and certain industries.
7. Compliance & Reporting
Annual financial statements must be filed with the Business Registers Agency.
Companies must maintain proper accounting records.
Larger companies or JSCs require auditing.
Obligatory publication of financial reports for certain types of companies.
Summary Table
| Feature | Serbia |
|---|---|
| Governing Law | Law on Companies |
| Common Company Types | LLC (DOO), JSC (AD), Sole Proprietor |
| Minimum Capital | LLC: approx. €1, JSC: €25,000 |
| Corporate Tax Rate | 15% |
| VAT Rate | 20% standard, 10% reduced |
| Foreign Ownership | Allowed, no restrictions |
| Registration Authority | Business Registers Agency |
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