Company Formation Serbia: How to Register a d.o.o. with the APR

Company Formation in Serbia: What the APR Registration Involves

For almost every foreign founder, company formation in Serbia means registering a društvo s ograničenom odgovornošću (d.o.o.) in the Business Entities Register kept by the Agencija za privredne registre (APR). The filing is electronic, the minimum capital is RSD 100, and the decision that registers the company also brings its registration number (matični broj) and tax number (PIB).

Point	Rule	Legal basis
Minimum capital	RSD 100, subscribed at founding and paid within the period in the founding act, at most five years from registration	Law on Companies Arts. 46, 145
Founders	One or more natural or legal persons of any nationality, resident or not	Arts. 9a, 139
Director	At least one; a natural person or a company registered in Serbia, with at least one natural person as legal representative	Arts. 31, 218; APR
Filing	Founding of a d.o.o. is filed electronically only, as APR has applied since 17 May 2023	Registration Procedure Law Art. 9(2)
Registrar’s decision	Within five working days of receipt	Art. 15

Choosing the Legal Form for a Serbian Company

Foreign groups planning a Serbian subsidiary usually weigh a d.o.o. against a branch under the Law on Companies (Zakon o privrednim društvima).

Form	What it is	Capital
d.o.o.	Legal person whose members hold shares (udeli) and are not liable for its debts except in cases the law lists	RSD 100
a.d. (akcionarsko društvo)	Joint stock company; cash for subscribed shares is paid into a temporary bank account before incorporation	RSD 3,000,000
Ogranak	Branch of a foreign company; no legal personality, and the foreign company is liable without limit for it (Art. 567)	None
Predstavništvo	Representative office limited to preparatory acts for the foreign company (Art. 574)	None
Preduzetnik	Sole trader, a natural person liable with all personal property	None

A subsidiary d.o.o. ring-fences the Serbian business; a branch leaves the parent answerable for everything done in Serbia. Branches and representative offices can still be registered on paper; companies cannot.

Founders, Directors and Non-Resident Owners

Nothing in the Law on Companies reserves a Serbian company for citizens or residents: a non-resident can hold 100% of a d.o.o. and be its director. A foreign individual is registered by passport number and issuing country, or by a Serbian registration number for foreigners, and a foreign company by its home register number and country (Article 9a).

• Foreign individuals prove identity with a passport copy; foreign companies with an excerpt from their home register, apostilled and translated by a permanent court interpreter.
• Directors: one unless the founding act or the general meeting sets more (Article 218). A legal representative may be a natural person or a company registered in Serbia (Article 31), but APR requires at least one natural person among them.
• Screening: at registration APR pays attention to the Serbian domestic list of designated persons.

Registered Seat, E-mail Address, Name and Activity

The sedište is the place and address in Serbia from which the business is managed (Article 19). APR asks for no lease, but the owner of the premises can sue to delete an address they never allowed, and a company that does not register a new one within 30 days of the judgment goes into compulsory liquidation. Every company must also register an e-mail address and sign up as a user of the e-government services (Article 21).

The business name combines the company name, the legal form and the place of the seat, in Serbian Cyrillic or Latin script, though the name element may use foreign words; “Srbija” or “SRB” needs prior approval. The company registers one core activity code and may pursue any other lawful activity, licensed where a special law requires. No company stamp is needed: Article 25 bars any regulation from imposing one and stops authorities and counterparties from objecting to its absence.

How to Register a Company in Serbia, Step by Step

Step	What happens
1. Founding act	One founder signs an odluka o osnivanju, several sign an ugovor o osnivanju, stating the members, name and seat, core activity, capital, each contribution and when it is paid, each share in per cent and the company bodies (Article 141).
2. Signatures	Electronically, the members sign with qualified electronic signatures, which replace certification (Article 11). On paper, a notary certifies the signatures in Serbia, or an authority abroad with an Apostille, and the document is then digitised by a person authorised to certify signatures.
3. Capital	Subscription is enough at founding, and no bank certificate is filed unless cash has already been paid in. Foreign currency counts at the National Bank of Serbia middle rate on the payment day.
4. Application	The single registration application (JRPPS) goes in through the APR application, where the founder can also request VAT registration and record the beneficial owner.
5. Decision	The registrar decides within five working days, counted from receipt or from obtaining any document it collects ex officio. Registration takes effect towards third parties the day after publication.

The e-application must be signed with a qualified electronic certificate issued in Serbia whose personal number (the JMBG, or the registration number for foreigners) matches the applicant; founders without one file through a proxy, as the FAQ below explains. Through APR’s one-stop shop the decision brings the matični broj, the PIB from the Tax Administration, a VAT registration if requested, and the social insurance application for a founder who is also the registered representative.

Beneficial Owner Registration in Serbia

The Law on the Central Records of Beneficial Owners (Official Gazette 19/2025) has applied since 1 October 2025, replacing the 2018 law and its 15-day deadline.

• Who: each natural person holding, directly or indirectly, 25% or more of the shares or votes, anyone with dominant influence over the business, and anyone whose indirect funding materially steers its decisions; failing all of them, the registered representative.
• When: a founder filing electronically records the data inside the incorporation application. Otherwise the representative records them within 30 days of registration, and within 30 days of any later change in ownership or in the company’s bodies, uploading the supporting documents.
• Every year: within a year of the last entry or confirmation the data are checked, with 30 more days to confirm them.
• Missed deadline: APR publishes a list, refreshed every 48 hours, of companies that have not recorded their owners within 30 days of founding, and the anti-money laundering law treats them as high risk.
• Access: entries are published on the APR portal, but identification and passport numbers and the documents are shown only to those with a justified interest.

Tax and Annual Filings After Registration

Obligation	Rule	Basis
Corporate income tax	15%; a company founded in Serbia is resident and taxed on its worldwide profit	CIT Law Arts. 2, 39
Tax return	Within 180 days after the end of the tax period	Art. 63
Withholding tax	20% on dividends, interest and royalties paid to non-resident companies, unless one of Serbia’s roughly 67 treaties sets less	Art. 40
Intellectual property	80% of qualifying licence income from deposited copyright works and patented inventions can be excluded from the tax base	Art. 25b
VAT (PDV)	20% general and 10% special rate; registration within five days of passing RSD 8,000,000 of turnover in 12 months, or voluntarily	VAT Law Arts. 23, 33, 38
VAT returns	Within 15 days after each tax period, even with nothing due	Art. 50
Annual accounts	To APR by 31 March, signed electronically; a statement of inactivity instead where there were no business events and no assets or liabilities	Accounting Law Art. 44
Audit	Large and medium entities, and any entity whose revenue in the previous year exceeded EUR 4.4 million	Audit Law Art. 26

A VAT registration binds the company for at least the calendar year in which it starts and the next. Two consecutive years without annual accounts is a ground for compulsory liquidation that cannot be cured (Article 546), so even a company that has not begun trading files.

Corporate and Secretarial Services: What a d.o.o. Must Keep Up

Serbian law asks no company secretary of a d.o.o.: the Law on Companies provides for one only in a joint stock company whose articles create the post (Article 448). The director carries the administration:

• filing every change of registered data, such as director, seat, name, members or capital, with APR within 15 days, with a consolidated founding act after each amendment (Article 12);
• keeping the record of the members’ addresses for service (Article 144) and the beneficial owner entry;
• double-entry bookkeeping, in-house or by a provider entered in the Register of accounting service providers (Accounting Law Article 16), plus the annual accounts and tax returns;
• never being without a legal representative, since three months without one is another ground for compulsory liquidation.

Residence and Work Through a Serbian Company

A company does not by itself give its owner the right to live in Serbia, and the government portal Welcome to Serbia states that registering one does not guarantee a visa or residence permit. An owner, founder, representative or member of a Serbian company who is not employed by it may work in Serbia without a permit during stays of up to 90 days in any 180 (Law on Employment of Foreigners, Article 3). To live and work there for longer, the person needs a single permit (jedinstvena dozvola) for temporary residence and work, or a long-stay visa D where a visa is needed to enter. Self-employment, meaning work in a business where the foreigner is the sole or controlling member, is one of its grounds: the employment service assesses the person’s qualifications for the activity and the staff they plan to hire, and the work must begin within 90 days of the permit (Article 23).

When a Ready-Made Company Is the Better Route

With a five-day statutory decision and RSD 100 of capital, registration is rarely the slow part of starting in Serbia. Buying an existing company makes sense where a counterparty or bank wants an earlier registration date, where an existing PIB or VAT registration helps, or where the founders would rather sign a paper share transfer than arrange an electronic incorporation. Our page on ready-made shelf companies in Serbia explains the transfer and what a buyer takes on.

Working with Us on a Serbian Formation

We can form a new d.o.o. or supply a ready-made one, prepare the founding or transfer documents and the APR filings, and help you prepare the bank application. Where we have a working contact at a suitable bank we can introduce you, but the bank alone decides whether to open the account.

Frequently Asked Questions about Company Formation in Serbia

How long does company registration in Serbia take?

The statute gives the APR registrar five working days from receipt of the application to decide (Article 15 of the registration law), running from the day after any document the registrar collects ex officio arrives. Preparing and certifying the founding act, with apostilles and translations for papers issued abroad, comes on top. We do not give a timeline of our own.

Can a foreigner register a company in Serbia without a Serbian electronic signature?

Yes, through a proxy. The e-application needs a qualified certificate issued in Serbia, but a founder without one can sign the founding act on paper, certified by a Serbian notary or abroad with an Apostille, and authorise a Serbian attorney or notary to digitise the papers and file them. Where a foreign company is a founder, APR accepts the incorporation only through a notary or an attorney registered in Serbia.

What is the minimum share capital of a d.o.o. in Serbia?

RSD 100, under Article 145 of the Law on Companies, unless a special law sets more for a regulated activity. The capital does not have to be paid before registration: the founding act sets a deadline of up to five years from registration, and APR asks for a bank certificate only when cash has already been paid in. A joint stock company needs RSD 3,000,000 under Article 293.

Can Russian citizens open a company in Serbia?

Yes. The Law on Companies does not distinguish founders by nationality, so a Russian citizen can be member and director of a d.o.o. and is registered by passport number. APR checks founders against the Serbian domestic list of designated persons at registration. Residence is a separate question, and each bank runs its own checks on the owners.

How do I check a company in the Serbian business register?

The APR registers are public: Article 3 of the Law on the Registration Procedure makes registered data and documents available to everyone through the agency’s website. A company can be looked up by name, matični broj or PIB to see its status, seat, members, representatives and capital, and APR also publishes filed annual accounts. Beneficial owners appear in the separate Central Records, also kept by APR.

Can a Serbian d.o.o. be run from abroad?

Yes, the law sets no residence requirement for the director. Tax residence follows from the founding: under Article 2 of the Corporate Income Tax Law a company founded in Serbia is resident and taxed on its worldwide profit, wherever it is managed. The director’s country may apply its own management test, with a tax treaty settling any conflict, so check that before choosing who runs it.

More on Serbia: the Serbia overview, ready-made shelf companies in Serbia, bank accounts for Serbian companies, and our guide to off-the-shelf companies.