10 facts every entrepreneur needs to know about corporate legislation in Serbia

Investing and opening an Ltd. in Serbia

1. The relevant legislation is the corporate legislation (O.J. of the Rep. of Serbia n. 125/2004) and the act regarding the registration of commercial entities (O.J. of the Rep. Of Serbia n. 55/2004).
2. Companies are legal entities founded by a natural person or a legal entity on the basis of a foundation document in order to make a profit.
3. A company becomes a legal entity with the registration in the Company Register.
4. The most common company form among foreign entrepreneurs is the limited liability company (d.o.o). There are two main reasons why: it offers the possibility to separate the personal assets from that the company’s and it requires a very low investment.
5. The members of a d.o.o. company can be either legal entities or natural persons. However, the maximum number of members allowed is 50.
6. The minimum share capital required in equals to €500, however it needs to be deposited in Serbian dinars.
7. The participation fee of a member of the limited liability company can be made either in cash or in kind, while contributions of future work or services are not accepted. The quotas can be transferred freely between the members and a quota can also be transferred to third parties, subject to the right of pre-emption.
8. The establishment of the company takes place through the drawing up of an Article of association. Only in cases where an Ltd. is constituted by a single member the Merger law will be applied.
9. The General Assembly is the only body authorized to regulate the increase or decrease of the capital.
10. The name of a limited liability company must contain the abbreviation “d.o.o.”

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