The Company Law in force is in accordance with the European Union’s legislation and company types in Serbia that can be registered at the Serbia company register (SBRA) are similar to those in developed economies explicitly General Partnership (Serbian abb. O.D.), Limited Partnership (K.D.), Limited Liability Company (D.O.O) and Joint-stock company (A.D.). Business can be also registered at the Serbia company register (SBRA) as entrepreneur (PR – preduzetnik). Moreover, one or more companies or entrepreneurs in Serbia can found a Business Association (P.U) to achieve common goals but cannot conduct business for profit nor change its legal form into a company.
A General Partnership is a form of company registration in Serbia with two or more partners who may contribute in money or in kind (no minimum equity requirement), including past or future labor and services. All partners bear the unlimited liability for the obligations of the general partnership.
A Limited Partnership is a form of company registration in Serbia for performing business activities within the framework of a mutual firm. In this form of a company, a general partner is jointly and severally liable for the obligations of a partnership, while a limited partner bears the risks and obligations only to the extent of his or her investment.
A general partner manages the business and represents the company while limited partners are not allowed to manage business and to represent the company. The law doesn’t stipulate minimum equity requirement.
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Limited Liability Company in Serbia – LLC in Serbia
The most common and efficient form of company registration in Serbia for international investors operating in Serbia is usually Limited Liability Company in Serbia, due to a rather simple formation process and only EUR 1 required minimum capital. Shareholders can be legal entities and/or natural persons. A member’s contribution to a LLC may be made in money or in kind including past, but not future labor or services. The shares are freely transferable between the partners. A share may be transferred to a third party, in which case other members of the company and the company have pre-emptive rights. The members of the company have pre-emption rights of shares which are the subject of transfer to a third party, except if specifically excluded by the law or memorandum of association. Management of a business organization can be arranged as a one-tire (shareholders and one or more directors) and or two-tire system (shareholders, Supervisory Board and one or more directors
Joint Stock Company, a form of company registration in Serbia (minimum capital required is RSD 3 million – around EUR 25,000) is also widespread legal form but is designated for undertaking business at a larger scale, therefore the needed documentation is more complex. It is founded by one or more legal entities and/or natural persons. A shareholder’s contribution can be made in money or in kind, but not in labor or services. Management bodies can be arranged as a one-tire (shareholders and one or more Managing Directors, i.e. Board of Directors) and or two-tire system (shareholders, Supervisory Board and one or more Executive Directors, i.e. Executive Board). The Articles of association determine the type of Joint Stock Company.
Regulated Sectors/Special Permits in Serbia
National Bank of Serbia (NBS) is in charge of granting and revoking operating licenses as well as supervising operations of banks, insurance companies, voluntary pension fund management companies and financial leasing companies
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Joint Stock Company in Serbia – JSC in Serbia
Banks in Serbia
Banks in Serbia must operate in the form of a joint stock company with minimum monetary capital requirement of EUR 10,000,000 and the founder can be domestic as well as foreign legal entity or physical person.
Insurance companies in Serbia must also operate in the form of a joint stock company founded by domestic or foreign legal entity/physical person. Minimum capital requirements range from EUR 2-4 million, for companies providing life insurance, to EUR 1-4.5 million for those offering other forms of insurance and EUR 4.5 million for those providing re-insurance.
Voluntary Pension Fund Management Company in Serbia is required to operate in the form of a closed joint stock company. Minimum paid-in monetary capital is EUR 1 million and the company has to have employed at least one licensed portfolio manager. The founder can be domestic as well as foreign legal entity or physical person but more than 50% of the company must be owned by a shareholder(s) engaged in bank, insurance company or pension fund.
Securities Commission of the Republic of Serbia is in charge of granting and revoking operating licenses as well as supervising operations of investment fund management companies and securities broker-dealer companies. Foreign investment funds management companies and foreign investment funds wish to operate in Serbia must register in accordance with the local regulation.
Investment Funds Management Companies in Serbia has to be registered as closed joint stock company. Minimum paid-in monetary capital is EUR 200,000 and the company has to have employed at least one licensed portfolio manager.
For Securities Broker-Dealer Companies in Serbia minimum capital requirements range from EUR 125,000-730,000 depending on type of services providing and has to be registered as closed joint stock company. The company also has to have employee(s) with suitable licenses in addition to certain requirements regarding organizational and technical requisites.