General instructions :
• single registration application for the establishment of legal entities and other subjects and registration in the single register of taxpayers – limited liability company (see under Forms),
• founding act of the company (decision for a single-member company or contract for a multi-member company) with certified signatures of the company members (see under Examples of acts),
• proof of the identity of the members of the company (for a domestic natural person – a photocopy of an identity card, and for a foreigner – a photocopy of a passport, i.e. a photocopy of an identity card, if it was issued to a foreigner, i.e. an extract from the civil registry if the founder is a legal entity that is not registered in the Registry that maintains Agency for Business Registers),
• the decision to appoint a representative if it is not determined by the founding act (see under Examples of acts),
• confirmation of the bank on the payment of the monetary contribution, if the contribution is paid into the company until its establishment, i.e. the members’ agreement on the valuation of the non-monetary contribution or the valuation of the non-monetary contribution, if the contribution is entered into the company before its establishment,
• proof of payment of the fee for registration of the establishment and proof of payment of the fee for registration and publication of the founding act (see under Fees).
Management bodies in a limited liability company:
When establishing a limited liability company, the founder/s, depending on their needs, decide whether the management of the company will be unicameral or bicameral.
Unicameral management means that the company has one or more directors.
Bicameral management means that the company has one or more directors and a supervisory board. If the founder/s decide on a bicameral management system, decisions on the appointment of the president and members of the supervisory board, if they were not appointed in the founding act, are attached to the application.
In a limited liability company, all directors are also legal representatives and are registered on page number 5 of the single registration application for the establishment of an LLC.
If, in addition to the director, the company will have other representatives (deputy director and others), they are entered on page number 6 of the single registration application for the establishment of an LLC as Other representatives.
Basic (registered) capital of the limited liability company:
The Law on Business Companies stipulates that the basic (registered) capital of the company is the monetary value of the registered shares of the members of the company in the company that is registered in accordance with the law on registration.
Stakes can be monetary or non-monetary and are expressed in dinars. If the monetary deposit is paid in foreign currency, the dinar equivalent of the deposit is calculated at the middle exchange rate of the National Bank of Serbia on the day the deposit is paid.
The minimum registered capital (monetary or non-monetary) is at least 100 dinars (unless a higher amount is stipulated by a special law).
During the establishment of a limited liability company, the contribution does not have to be paid or entered, but must only be registered, and the founding deed must specify in what period the member of the company will pay or enter the contribution. The deadline for payment cannot be longer than five years and is calculated from the date of adoption of the founding act. The members of the company acquire a share in the company by assuming the obligation to pay, i.e., by making contributions. We especially note that if the financial contribution is not paid at the time of establishment, but this obligation is left for later, proof of the payment of the founding contribution, nor of the opening of a business account in the bank, is not submitted to the Registry, but this confirmation will be submitted later, when the contribution is paid. .
Non-monetary stakes can only be in things and rights. The value of the non-monetary contribution is determined by an agreement by all members of the company or through an assessment by an expert who is authorized by the competent state body to assess certain things and rights (forensic expert, auditor or other expert).
When the non-monetary contribution of the founder consists of some immovable property, the founding deed is the basis for the transfer of property rights to the immovable property, and this document must be in the form of a notarized (solemnized) document.
Download the forms and the mandatory call to the number to pay the APR fee
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