Company Formation in Serbia: Setting Up a DOO Before and After the APR Filing

Setting up a DOO (a Serbian limited liability company) is now done online through the Serbian Business Registers Agency (Agencija za privredne registre, APR), but a successful registration starts long before the online application is filled in.

Before filing, you need to decide who the members of the company will be and what shares they will hold, who will be the director, how the company will be represented, where its registered office will be, what its principal activity will be and how its share capital will be set up.

Where the company has several members, it is particularly important to think in advance about management, decision-making and any future transfer of shares. Registration with the APR does not by itself settle the relationship between the members.

The practical order is therefore simple: first the founders make their decisions, then the founding act is prepared and signed, then the online application is filed with the APR, and after registration a few further steps follow before regular business can begin.

Is a DOO the right form for your planned business?

A limited liability company can be the right choice if you want to do business through a separate legal entity, if there are several founders, or if you want a clearer separation between the company's assets and liabilities and the members' personal assets.

DOO members hold shares in the share capital and, as a rule, are not liable for the company's obligations. However, limited liability is not absolute. The law recognises situations in which a member can become liable, so a DOO should not be seen as excluding all personal risk.

With an entrepreneur (preduzetnik, a sole proprietor), the starting point is different: the entrepreneur does business as a natural person and is liable with their own assets for obligations arising from that business.

The choice between a DOO and an entrepreneur should therefore not come down only to registration speed, starting capital or costs. What matters is the nature of the business, the business risk, planned turnover, the number of people investing, how decisions will be made and plans for future growth.

If two or more people are setting up a company together, they should clarify before registration who runs the day-to-day business, who decides on important matters, what voting rights the members have and on what terms someone may later transfer their share.

Decisions to make before drafting the founding act

Before drafting the founding act, it helps to put together a clear list of all the details and questions the founders need to agree on.

The most important decisions concern:

• the company's members and their shares;
• the director or directors;
• how the company is represented;
• the business name;
• the company's registered office;
• the principal activity;
• the share capital and type of contributions;
• the deadline for paying in or contributing;
• how decisions are made where there are several members.

In a single-member DOO, one person makes all the key decisions. Where the company has several members, the formal details required by the APR are only part of what needs to be settled.

Members may need to regulate in more detail voting, management, additional financing of the company, share transfers, pre-emption rights, or what happens if one of the members wants to leave the company.

Business name, registered office and principal activity

Before finalising the documents, check whether the business name you want can be registered.

Existing business names can be searched through the APR. A preliminary check can reveal an identical or similar name and lets you prepare an alternative before filing.

The company's registered office must be precisely defined, and the details in the founding act and the application must match.

The principal activity is chosen according to the business the company actually plans to do. Registering a particular principal activity does not automatically mean that all special conditions for a regulated activity have been met.

Director and representation

A member and a director are not the same thing.
A member holds a share in the company, while the director manages the company's affairs and represents it towards third parties within the powers set by law and entered in the register.
A DOO may have one or more directors. If there are several, it should be decided at incorporation how they will represent the company and whether each director can act alone or whether certain actions will require joint action.
With several founders, this should not be settled as a mere formality. The way the company is represented should match how it will actually operate.

The founding act of a DOO

The founding act is the company's basic document.

When a DOO is founded by one person, the founding act is a decision on incorporation (odluka o osnivanju). When the company is founded by several persons, the founding act is a memorandum of incorporation (ugovor o osnivanju).

Among other things, the founding act contains details of the members, the business name and registered office, the principal activity, the share capital, the members' contributions, their percentage shares and how the company is managed.

For example, if one member holds 60% and the other 40%, the fact that these percentages are entered in the register does not settle every question about their relationship. They need to consider who decides on particular business matters, what majority is required, on what terms a share can be transferred and how to handle situations where the members' interests no longer align.

Minimum share capital of a DOO

The minimum share capital of a limited liability company is 100 dinars, unless a special law prescribes a higher amount for a particular activity.

A contribution can be in cash or in kind.

Importantly, the share capital does not have to be paid in at incorporation. The founding act sets the deadline by which a member will pay in or contribute their share, and that deadline cannot be longer than five years from the date the founding act is adopted.

So the capital question is not just about entering 100 dinars in the application. It should be clearly defined who commits to which contribution, its value and the deadline for meeting that obligation.

Why the content of the founding act matters especially with several members

The APR needs the prescribed registration details, but the business relationship between members often calls for much more.

Where the company has two or more members, it is worth considering questions such as:

• how decisions are made;
• the majorities needed for important decisions;
• appointing and dismissing the director;
• additional financing of the company;
• share transfers;
• admitting a new member;
• an existing member leaving;
• what to do if the members disagree.

If these questions are left until a dispute has already arisen, there is usually less room for a simple solution.

That is why the founding act should be seen not only as a document needed for registration but as the basis for how the company will operate.

Filing the online application to set up a DOO with the APR

Since 17 May 2023, applications to incorporate a business company have been filed with the APR exclusively online.

This means that setting up a DOO no longer ends with handing in a paper form at a counter, but goes through the APR's online registration system.
Before filing, check that the details in the founding act and the application match completely.
Depending on the case, the application is accompanied by the founding act, proof of the members' identity, documents relating to representation and other documents needed for registration.
Where there is a foreign founder, a power of attorney or a document issued abroad, check in advance in what form that document can be used in the APR procedure.

Electronic signature and documents from abroad

For online incorporation, it is important to establish in advance who will sign the founding act and who will file the application.

A qualified electronic certificate is used to sign documents electronically and to work in the online registration procedure.

If a founder does not have a suitable electronic certificate, is abroad, or documents issued outside Serbia are being used, the preparation should be organised before starting to fill in the application.

Depending on the country where the document was issued and the international agreements that apply, a certified signature, an apostille or full legalisation may be needed, as well as a translation into Serbian.

There is no single technical solution that suits every foreign founder. The specific documents, and how they will be submitted in the online procedure, need to be checked.

How long does it take to set up a DOO?

The APR decides on a properly filed registration application within the statutory deadline of five working days from receiving it.
That does not mean, however, that the whole incorporation always takes five days.
The overall time depends on how long it takes to prepare the founding act, agree on the members' relationship, obtain electronic signatures, prepare foreign documents and meet other requirements before filing.
When the documents are properly prepared in advance, the registration stage itself is relatively short.

What happens once the APR issues its decision?

The APR's decision arrives as an electronic document.
Once you receive it, first check that the registered details are correct: business name, registered office, members, shares, director and representation.

On registration the company receives a registration number (matični broj), and the one-stop-shop system also arranges the assignment of a tax identification number (PIB).
However, receiving the APR decision is not the end of the process.
After registration you need to open a business bank account, organise accounting, meet your share capital obligations in line with the founding act, and check the tax and other obligations that arise from your specific activity.

Registering the beneficial owner

After incorporation, particular attention should be paid to the Central Register of Beneficial Owners (Centralna evidencija stvarnih vlasnika).
A newly incorporated company must register its beneficial owner within 30 days of registration at the latest and upload the documents on the basis of which the beneficial owner was determined.
The beneficial owner can also be registered as part of the online incorporation application.
Under the current rules, a registered entity must also check annually that the registered beneficial ownership details are accurate and up to date.
This is why registering the beneficial owner should not be seen as a one-off formality completed right after incorporation.

Checklist after registering a DOO

Once you have received the APR decision, check at least the following:

1. The APR decision and registered details - whether the business name, registered office, members, shares, director and representation have been registered correctly.
2. Business bank account - which documents the bank requires for this company and for the people who will operate the account.
3. Share capital - whether the contribution has already been paid in or the founding act sets a later deadline.
4. Beneficial owner - whether it has been registered correctly and the required documents uploaded.
5. Accounting and taxes - which obligations arise from the activity, turnover and way the company does business.
6. Internal and contractual arrangements - whether employment contracts, contracts with directors, business contracts, internal rules or other documents are needed before regular business begins.

Setting up a DOO when the founder or director is a foreigner

A foreign natural or legal person can be a founder of a DOO in Serbia, and a foreign national can also be the company's director.

For a foreign natural person, the appropriate foreign identity document serves as proof of identity, while for a foreign legal entity documents are obtained from the register of the country where it is registered.

Documents from abroad need additional checking before the APR filing. Depending on the country the document comes from, an appropriate form of legalisation and a translation may be required.
It is especially important to distinguish the status of a company founder or director from a foreigner's right to live and work in Serbia.
Setting up a DOO, acquiring a share or being appointed director does not by itself give a foreigner the right to live and work in the Republic of Serbia.
If a foreign national plans to live in Serbia and work in the company they founded or of which they are director, temporary residence and the right to work are dealt with in separate procedures.
You can read more about this in our articles on foreigners' rights, temporary residence and the single residence and work permit in Serbia.

How much does it cost to set up a DOO?

The total cost of incorporation should not be seen as a single fixed price.
The APR fee is checked against the Agency's current price list, while additional costs depend on the particular case.
The total cost can be affected by:

• the number of founders;
• how the documents are signed;
• whether there are foreign founders;
• translation of documents;
• an apostille or other legalisation;
• powers of attorney;
• how the relationship between members is regulated;
• the need for additional legal or accounting documents.

A single-member company with a domestic founder and a simple structure is not the same situation as a company with several members, foreign founders or more complex governance rules.

When is an individual legal review particularly useful?

An individual legal review is particularly useful when there are several founders or directors, the documents come from abroad, there are special arrangements between members, or management and future share transfers need to be regulated in more detail.
In such situations, setting up a DOO is not just a matter of filling in the APR application.
It needs to be checked whether the founding act, authorisations, representation and supporting documents are consistent with each other and whether the company's structure matches the business relationship the founders want to establish.

In short: setting up a DOO step by step

The practical order for setting up a DOO can be summarised in a few steps:

1. decide who the members of the company are and what shares they hold;
2. choose the director and how the company will be represented;
3. choose the business name, registered office and principal activity;
4. set up the share capital and the deadlines for paying in or contributing;
5. prepare and sign the founding act;
6. prepare the documents for the online application;
7. file the application with the APR;
8. after registration, check the details in the decision;
9. open a business bank account and organise accounting;
10. deal with the beneficial owner, the capital and other post-registration obligations.

Where there are several founders, documents from abroad or questions about a foreign director's residence and work, it is worth checking the details before filing, because fixing problems afterwards is often more complicated than setting the relationship up properly from the start.
This text provides general information about setting up a DOO in Serbia and is not legal advice for any individual case.

More information on setting up and running business companies is available in the corporate and commercial law section of the official website of MB Law - Joint Law Office Marković & Bogdanović. For questions that require an assessment of a particular founding arrangement or documents, you can also use the law office's contact page.