Ready-Made Shelf Companies in Serbia: Buying an Existing d.o.o.

What a Ready-Made Shelf Company in Serbia Is

A ready-made shelf company in Serbia is a d.o.o. that the Agencija za privredne registre (APR) has already registered, that has never traded, and that its founder holds until a buyer takes over the share (udeo). Nothing is incorporated for you. The company stays the same legal person, and the buyer becomes its member when APR registers the transfer: under Article 143 of the Law on Companies membership begins on the day ownership of the share is registered, so the APR entry itself is what a buyer has to secure.

What the company already has	What a buyer should know
A date of entry in the Business Entities Register	Public on the APR website for anyone to verify
Matični broj and PIB	The PIB is assigned at registration and stays unchanged for the life of the company
A founding act	Sets the capital, the deadline for paying it, the company bodies and any limits on transfers
Capital of at least RSD 100	Possibly only subscribed, because the founding act may allow up to five years to pay it in
A filing history	Annual financial statements, or a statement of inactivity, lodged with APR by 31 March each year
A beneficial owner entry	Names the seller’s natural persons until the buyer’s update
A VAT registration, if any	Exists only if the company registered, and binds it for at least the calendar year of registration and the next

How a Share Transfer Works in Serbia

Step	What happens	Basis
Founding act check	Pre-emption rights, company consent or other restrictions apply only where there are other members or the founding act imposes them	Law on Companies Arts. 160 to 170
Transfer agreement	A written ugovor o prenosu udela with the signatures of seller and buyer certified: by a notary in Serbia, or abroad with an Apostille and a certified Serbian translation	Art. 175(1); APR
Filing	Seller or buyer applies to APR within 15 days, on paper or electronically	Registration Procedure Law Arts. 9, 10
Decision	The registrar decides within five working days; the buyer is member from registration, with effect towards third parties from the day after publication	Arts. 15, 22; Law on Companies Art. 143
New director	Appointed by a resolution of whoever is the registered member at that moment	Arts. 218, 219; APR
Name, seat, activity	A resolution plus a consolidated founding act signed by the legal representative, filed after the transfer is registered	Art. 12; APR
Beneficial owners	The company’s representative records the new owners within 30 days of the change	Beneficial Owners Law Art. 8

The order matters because registration in Serbia is constitutive. APR explains that new members cannot pass resolutions, such as appointing a director or moving the seat, until they are themselves registered. There are two ways through. The seller, still the registered member, signs the resolution appointing the buyer’s director so that it can be filed straight away, or the buyer files a second application once the change of members is in the register. Amendments to the founding act cannot be registered in the same filing as a change of members. Notarial solemnisation, the stricter form, is needed only for documents that transfer real estate, which an ordinary share purchase does not.

What Can Block or Burden a Purchase

• Unpaid capital. Seller and buyer are jointly liable to the company for any contribution not yet paid in, as at the date of transfer (Article 175(2)).
• Tax controls. Citing Article 29 of the Law on Tax Procedure and Tax Administration, APR states that it may not register a change of member, name, seat or capital while the Tax Administration has notified a tax control of the company or has temporarily withheld its PIB.
• The buyer’s other companies. A person holding more than 5% of a company whose PIB is suspended can be barred by a Tax Administration measure from having new share acquisitions registered.
• Missing annual filings. Two consecutive years without annual financial statements is a ground for compulsory liquidation that cannot be cured (Article 546).
• No legal representative. Three months without a registered one is also a liquidation ground, so a resigning director should be replaced on the register promptly.
• The address. The owner of premises the company never had permission to use can sue to delete the registered seat (Article 19).

Checks Before Buying a Serbian Shelf Company

APR works on the principle of formality: the registrar records what is filed without testing whether the documents are genuine. The checking therefore falls to the buyer, and most of it can be done in public records.

Check	Where
Active status, members, director, capital, seat and core activity	APR Business Entities Register, open to all under Article 3 of the registration law
Accounts or statements of inactivity for every year since formation	Financial statements published by APR
No notified tax control and no withheld PIB	APR Central Register of Temporary Restrictions of Rights
A beneficial owner entry that matches the seller	Central Records of Beneficial Owners
Capital paid or only subscribed, transfer restrictions, certification of amendments	The founding act registered with APR
VAT status and every return filed on time	The seller’s Tax Administration records

After the Purchase: Director, Seat and Beneficial Owners

The buyer, or anyone the buyer chooses, can be director. There is no nationality or residence condition, and a company registered in Serbia may hold the role, provided at least one legal representative is a natural person. A foreign director is entered by passport number. If that director will work in Serbia for more than 90 days in any 180, the Law on Employment of Foreigners requires a single permit for residence and work; within that limit an owner or representative who is not employed by the company needs none.

The seat can move anywhere in Serbia by resolution of the member, and the company must keep an e-mail address on the register. Within 30 days of the change of ownership the representative enters the new beneficial owners in the Central Records with a qualified electronic certificate, attaching a passport copy for each foreign owner, and from then on confirms the entry once a year.

The Bank Account of a Ready-Made Company

A shelf company may or may not hold an account. Where it does, the account belongs to the company and stays with it through the transfer, but the bank does not have to keep serving new owners: after a change of members and director it re-checks the people behind the company and may keep the account, ask for more documents or close it. Serbian banks lean on the public registers. ProCredit’s document list for a Serbian d.o.o., for example, takes the registration data straight from APR and asks for a beneficial owner statement and the identity documents of the owners recorded in the Central Records, so the register updates should be complete before the bank is approached. Raiffeisen’s online business account is open only where the owners and the representative are Serbian citizens, so a company with foreign owners applies through the bank’s other channels. More on bank accounts for Serbian companies, and on buying shelf companies with bank accounts in general.

Why Buyers Choose an Existing d.o.o. in Serbia

• An earlier, genuine registration date on a register anyone can search, for counterparties or banks that ask how long a company has existed.
• Identifiers already issued: the matični broj and PIB, and a VAT registration where the company has one.
• A filing record: accepted annual statements for each year show the company has been kept in order.
• No electronic incorporation: a new d.o.o. has to be filed electronically with a Serbian qualified certificate, or by a notary or attorney who digitises the papers, whereas a transfer is a paper agreement with certified signatures and a change application that may go in on paper.

When a Shelf Company Brings Nothing

The limits are real. The registrar has five working days to decide a new founding, and the minimum capital is RSD 100 that need not be paid before registration, so neither speed nor capital is a strong reason to buy in Serbia. A never-traded company has no turnover, customers or credit history, and a bank that wants trading accounts will not find any. Tax is the same either way, because a company founded in Serbia is resident from its first day, whoever owns it. A buyer also inherits the company’s past: its filing record, any unpaid contribution jointly with the seller, and a VAT registration with its minimum term. Without one of the reasons above, registering a new company is simpler, and our guide to company formation in Serbia covers the electronic APR filing step by step.

How We Can Help with a Serbian Ready-Made Company

We can supply a ready-made d.o.o. or form a new one, draft the share transfer agreement and the resolutions, and prepare the APR and beneficial owner filings. We help prepare the bank application and, where we have a working contact at a suitable bank, make an introduction; whether an account is opened or kept is for the bank alone to decide.

Frequently Asked Questions about Shelf Companies in Serbia

Does a share transfer in a Serbian d.o.o. need a notary?

It needs certified signatures, not a notarial deed. Article 175 of the Law on Companies requires a written agreement with the signatures of seller and buyer certified. In Serbia notaries have certified signatures since 1 March 2017, with courts or municipalities doing so where there is no notary. A signature certified abroad needs an Apostille, and an agreement in a foreign language needs a certified translation into Serbian.

When does the buyer become the owner of a ready-made company in Serbia?

On registration, not on signing. Article 143 of the Law on Companies makes a person a member on the day ownership of the share is registered with APR, whose registrar decides within five working days of the application. The entry takes effect towards third parties the day after publication. Until then the seller remains the member, which is why the change of director is planned around that moment.

Can a foreigner buy a shelf company in Serbia?

Yes. Serbian company law sets no nationality or residence condition for members or directors, and a foreign buyer is entered in the register by passport number and issuing country. One tax point is worth checking first: a person holding more than 5% of a company whose PIB is suspended can be barred from having share acquisitions registered. Banks then run their own checks on the new owner.

Does a ready-made Serbian company keep its PIB and VAT number?

It keeps its PIB, which stays the same for the company’s whole life, and its matični broj, because the company itself does not change. A VAT number exists only if the company registered for VAT. A never-traded company has not passed the RSD 8,000,000 turnover threshold, so any registration was voluntary, and a registered company must file a VAT return every period, even when nothing is due.

Is the share capital of a Serbian shelf company already paid?

Not necessarily. A d.o.o. can be registered with its capital only subscribed, and the founding act may allow up to five years from registration to pay it in. The statutory minimum is RSD 100, but the point still matters: under Article 175(2) of the Law on Companies the seller and the buyer are jointly liable to the company for any contribution unpaid at the date of transfer.

Who updates the beneficial owner register after buying the company?

The person authorised to represent the company, normally the new director, records the change in the Central Records of Beneficial Owners within 30 days, using a qualified electronic certificate and uploading the documents the determination is based on. That is the rule of the 2025 law in force since 1 October 2025; older guides still give 15 days. The entry is then confirmed every year.

Is there a transfer tax on buying a Serbian d.o.o.?

No transfer tax arises on the share itself. The tax on transfer of absolute rights in Article 23 of the Law on Property Taxes covers real estate, intellectual property, used vehicles, vessels and aircraft, and certain land and parking rights, and a share in a d.o.o. is not among them. The seller’s own tax position on the sale is a separate matter.

More on Serbia: the Serbia overview, company formation in Serbia and bank accounts for Serbian companies. Looking for another country in the region? See ready-made companies in Croatia, Romania, Bulgaria and Poland.