FREQUENTLY ASKED QUESTIONS AND PROCESS
Feel free to contact us for any questions if answer in not in our frequently asked questions section.
SERBIA LLC COMPANY INCORPORATION
This is the most popular form of a legal entity established by foreign companies or natural persons in Serbia. The minimal share capital is 100 dinars. LLC as a legal person can have one or more members. The members can be founders so that the LLC can have one or more founders. Once the documents are delivered to the business register, the registration process shall be finalized in 5 working days. There is an obligation to do bookkeeping of all transactions of the company and to submit tax applications regularly to tax authorities.
The Memorandum of association must be certified by the notary and at least contain the following data:
- The data about the member(s)/shareholder(s) of the company
- The name of the company
- Address of the company in Serbia
- Selected code of activity
- The total amount of share capital
- The time of payment of the money share or bringing the non-money share
- The individual share of each member
- Authorizations for persons who represent the company (directors).
The most important documentation necessary for setting up the company in Serbia:
- A unique registration application for setting up the LLC and signing into the Register of taxpayers signed by an authorized representative.
- The company's members proof of identity, a photocopy of ID for domestic citizens (a photocopy of passport for a foreign citizen; if the founder is a legal person, then it submits an abstract from the Register where the foreign company is registered).
- The Memorandum of Association (the Decision for a one-member company or the Contract for the LLC with more than one member) with certified signatures of all the founders or members.
- LLC fees payment registration proof.
- Opening a Bank Account
- Applying the Tax Administration After Registering the Company: tax application is usually filled and submitted by an authorized accountant from an accounting firm that provides accounting support. A legal deadline to submit a tax application is 15 days from setting up a company or from the BRA's date of issuing the Decision of Registration.
- Qualified Electronic Signature: a digital signature is mandatory (a qualified electronic signature is necessary for electronic services for signing, submitting, and certifying documents electronically). Once the application is submitted, usually in 15 working days electronic certificate shall be created. After that, the certificate is issued to the company's director, and only the director can collect it from the relevant institution.
- VAT System registration
Basic requirements for incorporation of a Limited Liability Company in Serbia are : at least one shareholder and director above 18 years of any nationality + Serbia office registered address + Serbia resident or professional company as statutory accountant of the Company + a minimum share capital of RSD 1.
Non-Serbia residents are able to incorporate a Serbian Company as Serbian Companies Ordinance has no limitation on the nationality of shareholder and director, nor Serbian residency requirement.
Serbia Companies registry processing time is usually 5 working days.
A company name may be in Serbian or use Latin English characters. A company may adopt a Serbian and English name. A company name with a combination of Serbian letters and English characters is not acceptable. Serbia private limited company's name always end by "DOO". Company name can be changed after incorporation.
In order to set up a Serbia company you will need to :
- complete all sections of our incorporation form;
- provide a copy of each shareholders and each directors passport;
- provide a copy of a utility bill or bank statement dated within the last 60 days showing each shareholders and each directors current residential address.
No, business registration certificate does not restrict the scope of business of the company which refers to main business activities of the company, business registration certificate will not restrict the expansion of other business of the company.
Serbia Private Limited Company incurs obligation on only the issued shares, there is no obligation on un-issued shares.
Usually, the record can be found on the Companies Registry after few hours from the date of complete incorporation.
Yes. Information about company directors and shareholders is public information according to Serbia Company Ordinance. It is mandatory to file details of the company directors and shareholders with the Companies Registry when you incorporate a Serbian company.
All information of limited company registered in Serbia, including names, addresses and shareholding percentage of shareholders and names, ID card numbers or passport numbers and addresses, shall be available to the public. If the information of shareholders and directors want to be kept confidentially, Nominee Director and Nominee Shareholder service shall be considered.
Yes. The shareholder and director of the company can be the same person. Minimum one shareholder and one director that can be the same people and maximum 50 directors/shareholders.
Directors rights and obligations are as follows:
- To take charge of ordinary operations and decisions of the company;
- To keep accounting book and business record;
- To take charge of bank account management;
- To secure the loan borrowed with the company's property;
- To propose profits distribution scheme;
- To propose authorized capital increase scheme;
- To convene meetings of shareholders;
- To execute resolutions passed at meetings of shareholders.
Shareholders rights and obligations are as follows:
- To take part in meetings of shareholders, and entitled to voting power in proportion of shareholding;
- To understand the operating and financial conditions of the company;
- To elect and to be elected as members of Board of Directors;
- To obtain dividends;
- To pre-empt shares transferred by other shareholders;
- To subscribe in priority the shares newly issued by the company;
- To have distribution from the remaining property after liquidation of the company;
- The meeting of shareholders shall consider and pass the annual auditors report;
- To employ or dismiss directors in shareholders meetings and determine directors remuneration.
No it is not, but accounting and monthly tax declaration are mandatoty. It is better to have minimum service of company secretary to help keep company compliant with serbian regulations.
Yes. Company to be registered in Serbia needs a Serbian registered address. All of the government letters will be posted to this address after registration.
BANK ACCOUNT OPENING FOR SERBIAN LLC
Yes. Serbian banks does not impose restriction of nationality of bank account owners and account operators. They must be the owner of valid passport or travel permit and ID card. UN and OFAC santionned countries citizens or resident will be declined for account opening approval until further notice. You must inquire about High Risk countries for each bank to avoid automatic refusal.
No. The operation of account can be delegated to third party through delegation, but Beneficial Owner and Director will be legally responsible of account management.
No. Serbia Bank Ordinance makes mandatory for all Director(s)/Shareholder(s)/Beneficial Owner(s) and Nominee(s) to come to Serbia for corporate bank account opening meeting.
No. Capital in Serbia is freely circulated without any restriction but Anti Money Laundering policies are strictly applied.
Generally, Serbian banks require that minimum RSD 120,000 (EUR 1,000) shall be deposited as minimum amount at corporate bank account opening when account opening is approved.
The processing lead time of bank account opening in Serbia is commonly 3/4 weeks.
Bank will generally ask the company to provide the following documents:
- The original minutes of meetings approving opening of account
- Certified true copy of Certificate of incorporation
- Notice of appointment of director and accountant (copy certified by accountant)
- Certified true copy of Articles of Association
- ID card/passport of each director
- Personal address proof of each director
When applying to open a company bank account in Serbia you will need to provide the bank with details of the intended business activity of your new company and details of your business experience which must be related to the intended activity of your new company. All shareholders owning 10% or more of the shares of the new company and a majority of the board of directors must attend a pre-arranged account opening meeting with the bank in Serbia.
It usually takes the banks up to 3 working days to complete the pre-approval process and confirm your meeting. It is not possible to open accounts with Serbia banks on a walk-in basis and it is also not possible for you to authorise ourselves or any third party to liaise with the bank to arrange your meeting or open an account as the banks will only liaise with the company's owner and director.
Step 1You will need to prepare certified copies of Residential Address proof in Serbian (i.e. Utility bill and / or Bank statement with your name and address which MUST be the same as the residential address you used to incorporate) for each director and shareholder; Business plan & proof (i.e. Ownership Structure Chart, Source of funds, information of products, your client and supplier list, financial forecast, invoice and receipt). and resume (CV) to understand Director/Beneficial Owner background.
Step 2We will provide you with contact details for the bank and a link to the banks website for you to submit your account opening application. You cannot liaise with the bank until your new company has been incorporated as the banks require your new company registration documents before they will consider your account opening application.
Step 3You will need to complete the banks online account opening application which requires you to upload your company registration documents and provide your personal details, details of the intended business activity of your new company and details of your business experience. Or we will provide all yours documents in advance directly to bank officer.
Step 4The bank will review your account opening application and will usually contact you within 3 working days to arrange a time for the account opening meeting. The scheduling of the meeting is subject to the banks availability but it is usually possible to attend the meeting with the bank within 1 to 2 weeks of submission of your online application.
Step 5You will need to meet with ourselves at least 1 hour prior to your meeting with the bank to collect the original CPA certified true copies of the company incorporation documents you need to present to the bank.
Step 6You will attend your pre-arranged bank account opening meeting at the bank to explain your intended business activities to the bank and provide the bank with relevant documents to support your intended activities and your business experience. The meeting with the bank usually requires around 1 hour.
Step 7The bank will usually require around 2 to 4 weeks to process your account opening application after the completion of the meeting. If you live overseas it is not necessary for you to stay in Serbia during this period as any follow up questions can be dealt with by email directly by yourself.
Step 8The bank will provide you bank account details by email and will request you to transfer funds to activate the account. The bank will send the internet banking device by courier once your funds to activate the account will have been received by the bank.
Kindly note that Serbian banks will usually only open accounts if your new company will be selling to or buying from companies in Balkans, Middle east or with BRICS (USA is usually a Red flag) or holding investments. If your company will have business activity with USA we suggest to open a bank account with an offshore bank.
It is also important to take the time to ensure you are properly prepared before submitting your account opening application to the banks as failure to provide the required information and documents can lead to delays and possible rejection of the account opening application. We take the opportunity to refer you to our general guide to the account opening requirements for details of the information and documents required.
Please note the banks can change their account opening requirements and account opening process without notice.
TAXES AND AUDIT FOR SERBIAN LLC
Yearly accounting, audit and Profits Tax Return filling by Serbia CPA practising accountant is mandatory independently of tax status.
Serbia Company needs to pay Profits Tax every year, which is calculated by 15%. The company without profits needs to pay no Profits Tax.
Yes. Dividends are taxable on income depending residency status and tax double treaties in Force. Therefore, a Limited Company can only pay dividends after profits tax is deducted if any.
31 December of each year.
Yes. Losses incurred in a taxable year can be carried forward and used to offset the profits of the company in subsequent years.
No. Nevertheless tax holidays (10 years) are granted for investments over RSB 1 billion (EUR 8,700,000) in manufacture and 100 local employments.
UNDERSTANDING NEVIS LLC
Advantages of a Nevis LLC:
- Inexpensive annual support.
- No requirement for a minimum paid up capital.
- Information about corporate managers, members and beneficial owners is not filed with the Nevis Registrar of Companies and not available to the public.
- Any individual and legal entity may become a member and manager.
- No foreign exchange control.
Nevis company formation starts by getting a company name together, required documents, operating agreement, fee and a registered agent to help you with the process.
Unlike other jurisdictions, a Nevis LLC does not have to face mandatory audits, and corporate compliance is minimal. There are very few company records to be maintained, such as corporate minutes. Your company meeting can be held anywhere, and an operating agreement can be tailored to your exact specifications.
Nevis LLCs benefit from a strong asset protection legislation.
Nevis offshore statutes for Nevis LLCs are actually derived from jurisdictional law of the state of Wyoming. A single-member LLC in Nevis has charging order protection, and other benefits of a Wyoming LLC, located in a jurisdiction offshore, with Nevis courts, governing. All the benefits of the strongest LLC in the United States located offshore in Nevis.
LLC name must contain the words "Limited Liability Company" or the abbreviations "L.L.C.", "L.C.", "LLC" or "LC". LLC name must be different than an existing company already registered with the Registrar of Companies.
The registered office address must be located in Nevis. Each company must also have a local registered agent authorized by the Nevis government to represent the company.
Principal office address (business address) may be in any country.
Our Nevis LLC formation fee includes Nevis registered office address and registered agent for the first year.
At least one member, who may be an individual or a legal entity of any nationality, residents of any country. There are no limitations on the number of members and tiers and levels of members may be dictated by the LLC’s operating agreement. Details of members, managers or beneficial owners are not accessible to the public.A minimum of one member is required.
Management of an LLC can be governed by its member(s) or elected by manager(s). If the Articles of Organization states that management of the limited liability company is vested in a manager or managers, a minimum one manager is required.
Managers do not need to be members of the limited liability company.
Residents of any country, individuals and legal entities may become managers of a Nevis LLC.
Managers may be designated and removed by the consent of a majority of the members.
Total confidentiality and anonymity. No requirements to disclose beneficial owners, members and managers.
The Articles of Organization is the only document filed with the Nevis Registrar of Companies. This documents does not include any information about beneficial owners, members and managers. It only lists the name of the Nevis registered agent and registered office address.
Standard authorized capital of a Nevis LLC is US$10,000, in a non-paid up basis. However, there are no minimum capital requirements as well as no maximum limit.
A Nevis LLC must have a Registered Agent and Registered Office in Nevis, provided by a licensed service provider authorized by the Financial Services Regulatory Commission. Services tha we will provide.
Nevis LLCs are required to prepare and maintain accounting records, to reflect the financial position of the company. Account records should be kept for 5 years from the date of its preparation and may be kept anywhere. Companies are not required to file accounts, annual returns or to divulge information relating to ownership. However, Registered Agents acting on behalf of companies are required to obtain and maintain such information pursuant to AML/CFT Regulations. Nevis LLC's are subject to an annual government license fee.
Each Nevis LLC must pay the annual renewal fee starting from the second year. Our annual renewal fees are listed in the Fee Schedule.
Corporate income tax - Nevis companies that are not controlled and managed in or from within Nevis are considered nonresident for tax purposes in Nevis, and therefore, not subject to corporate income tax in Nevis, unless they constitute a permanent establishment in Nevis. A permanent establishment can be constituted when a company carries on certain business activities via a place of business in Nevis or has a dependent agent in Nevis that regularly exercises the authority to conclude contracts in Nevis.
Other taxes - Saint Kitts and Nevis does not levy direct personal taxes. Personal income, as well as, capital gains and net wealth are not subject to taxation.
Property tax is assessed on the market value of the real property, ranging from 0.2% to 0.3%, depending on the location and use. There is a stamp duty on transfer of real property from 6% to 10%. Value-added tax is 17% for most goods and services. Reduced rate of 10% applies to the tourism sector. Certain goods are tax-exempt.
There are no statutory requirements of accounting and audit for a Nevis LLC. It is totally up to the members and managers, what kind of records they would like to keep.
Annual meetings are not required.
We form Nevis limited liability companies in 2 to 4 business days. Preparation of all internal documents takes an additional 2 to 4 business days. Rush option in 1 day is available (+ EUR 650).
Our company offers Nevis mail forwarding services and other tailored office services.
TAX OPTIMIZATION
SECOND CITIZENSHIP
Yes we do. Commonwealth of Dominica, Paraguay.
From 6/8 months to 5 years.
Yes we have. Premium tailor made in 4 weeks with 3 weeks stay in Second Citizenship country. Contact us to get more details.
RESIDENCY
Yes we do. Paraguay, Serbia.
2-3 months. 3-5 years residency leads to citizenship.
COMMODITIES
A commodity is a basic good or raw material that is used in commerce. These individual commodities are usually the building blocks for more complex goods or services. For example, sugar and cocoa are both soft commodities that are the building blocks of a chocolate bar.
What separates commodities from other goods is the fact they are interchangeable and standardised, with their values set by the relevant commodity exchange. This means that no matter who produces a commodity, or where it is produced, two equivalent units of the commodity will, more or less, have the same quality and price.
Commodities are either extracted, grown or produced. There are four main categories that define the commodity market.
Energy Commodities: oil, gas, coal.
Agricultural Commodities: cocoa beans, coffee beans, sugar, wheat, ...
Metal Commodities: gold, silver, copper, platinium, iridium, palladium, base metals, rare metals...
Livestock Commoditie: This includes pork bellies, live cattle and general livestock, as well as meat commodities.
Yes we do. Having direct business partnership with several producers we can provide direct quote for serious commodities buying and delivery worldwide. Simply contact us!