Serbia is one of the few European jurisdictions that draws no distinction between domestic and foreign founders when registering a business entity — a foreign national may be the sole founder and sole director of a DOO (limited liability company) without any residency requirement. With a corporate income tax rate of 15% and a network of bilateral double taxation avoidance agreements, a Serbian DOO remains a popular option for EU, UK, Russian, and US entrepreneurs. This text is informational in nature and does not replace individual legal advice.
Who May Establish a DOO and What Are the Prerequisites
A foreign national (natural person) may be a founder, member, and/or director of a Serbian DOO without any special prior approvals. A work permit is not required for incorporation — however, one is required in order to perform work on the territory of Serbia as an employee.
A foreign founder who will not reside in Serbia and will not act as an active director may engage a local director or authorized representative. The registered office address must be a genuine address (not merely a postal address), but the founder need not reside there.
Step 1 — Preparing the Documentation
The foreign founder prepares:
- Certified translation of the passport (authorized court interpreter + Apostille, where applicable for the founder’s home country)
- OP form — the founder’s specimen signature certified by a Serbian notary or abroad with an Apostille
- Founding act (decision on establishment or memorandum of association) — may be standard or individually tailored; must be in notarially certified form
- Decision on the amount of share capital — the statutory minimum share capital for a DOO is RSD 100
Step 2 — Registration with the BRA (APR)
The Business Registers Agency (Agencija za privredne registre — APR) maintains the Register of Business Entities. The procedure is initiated online through the APR e-Registration portal or by physical submission. Required documentation:
- Completed registration application (form available on the APR website)
- Certified founding act
- Proof of payment of the APR fee (RSD 8,000 for DOO registration under the APR fee schedule effective 1 January 2026; each additional registration item +RSD 3,000)
- Certified passport translation and OP form
The APR is required to issue a decision within 5 business days of receipt of a complete application. In practice, online applications are processed faster — sometimes within 1–2 days.
Step 3 — TIN and Registration with the Tax Administration
Upon entry in the APR register, the company automatically receives a company identification number (MB — matični broj). The tax identification number (PIB — poreski identifikacioni broj) is obtained by registering with the Tax Administration within 5 days of incorporation.
VAT registration is not automatic — it becomes mandatory only once turnover exceeds RSD 8,000,000 in the preceding 12 months. Voluntary VAT registration is possible before that threshold is reached.
Step 4 — Opening a Business Bank Account
Serbian banks are legally required to open an account for every registered business entity, but in practice delays occur, particularly for companies with foreign owners from high AML-risk jurisdictions. The bank will require: the APR decision, TIN, copies of the passports of the owner(s) and director, a questionnaire on business activities and source of funds (KYC/AML).
Timelines and Costs — Overview
| Item | Approximate Timeline | Approximate Cost |
|---|---|---|
| Passport translation and certification | 3–7 days | RSD 5,000–15,000 |
| Notarial certification of founding act | 1–3 days | RSD 8,000–20,000 |
| APR registration | 2–5 business days | RSD 8,000 |
| TIN | 3–5 days | Free of charge |
| Account opening | 5–15 days | Per bank |
| Total (excluding legal fees) | 2–4 weeks | ~RSD 35,000–55,000 |
Advantages of a Serbian DOO for Foreign Founders
- Corporate income tax rate of 15% — one of the lowest in the region
- IT tax incentive — income from software intellectual property may be taxed at a reduced effective rate
- Network of double taxation avoidance agreements — Serbia has concluded agreements with most EU and UK countries (note: no double taxation avoidance agreement exists with the USA)
- No restrictions on foreign ownership — 100% foreign ownership is lawful
Frequently Asked Questions (Q&A)
Does a foreign national have to be physically present in Serbia to incorporate a DOO? No. The procedure may be conducted by power of attorney certified in the founder’s home country (with an Apostille). The founder does not need to travel to Serbia.
What is the minimum share capital for a DOO in Serbia? The statutory minimum share capital is RSD 100, but banks and business partners may require more realistic amounts. Capitalization of RSD 100,000–300,000 is common for start-ups.
Do I need a work permit as a foreign founder-director? The position of founder and member of the shareholders’ assembly does not require a work permit. The position of director (legal representative) is subject to interpretation and may depend on the specific circumstances.
How long does it take to incorporate a DOO in Serbia? On average 2–4 weeks from the completion of all documentation to the opening of a bank account. The APR itself often issues decisions within 2–5 business days.
Conclusion
Incorporating a DOO in Serbia as a foreign national is not complicated — but each step requires careful attention to documentation and sequence. An error in certification, an incorrect Apostille format, or an incomplete founding act can extend the timeline by potentially several weeks. Sound legal preparation costs considerably less than delays or having to restart the procedure.
Sources: – Companies Act of the Republic of Serbia (Zakon o privrednim društvima RS), “Official Gazette of the RS” No. 36/2011 (as amended) – APR e-Registration: https://www.apr.gov.rs/ – Corporate Income Tax Act of the Republic of Serbia (Zakon o porezu na dobit pravnih lica RS) – Act on Employment of Foreigners of the Republic of Serbia (Zakon o zapošljavanju stranaca RS)
