Forming a Serbian limited liability company (DOO) is now an electronic registration process, but a sound business launch requires more than filing an APR application. Before registration, founders should align ownership, the business name, registered office, principal activity, representation and the founding act; immediately afterwards, banking, accounting, tax, digital services and document flows need to be organised.
1. Decisions before filing
Define the members of the company, the director or other representative, registered office and principal activity. Check the proposed business name before filing to reduce the risk of rejection or an avoidable later amendment.
2. Founding act and capital information
A DOO is established by a founding act. A single-member company uses a founding decision, while a company with several members uses a founding agreement. The document should reflect the real relationship between members, governance arrangements and the information filed with the register. Where a contribution is paid or contributed before incorporation, the relevant evidence is submitted in accordance with APR requirements.
3. APR incorporation is electronic
Since 17 May 2023, applications to incorporate Serbian companies, including a DOO, are filed with the Serbian Business Registers Agency (APR) exclusively in electronic form through the eRegistration system. The applicant must meet the technical requirements for electronic signing and payment of the prescribed fee.
4. Information and documents for APR
- founder/member information;
- business name, registered office and principal activity;
- representative information;
- the founding act;
- capital and contribution information;
- additional documents where required by the activity or ownership structure;
- payment of the current APR fee through the electronic process.
The exact filing package depends on the facts of the case, so current APR instructions should always be checked immediately before submission.
5. The APR decision is only the beginning
After incorporation, the operating system of the company must be set up: bank account and authorisations, accounting, document delivery, invoicing and access to the government digital services relevant to the business.
6. Tax, VAT and accounting setup
Before material transactions begin, assess the company’s tax position and whether VAT registration is required or commercially appropriate. Accounting should be organised from the first document, with a clear flow for invoices, bank statements, contracts, corporate decisions, payroll and supporting records.
7. Employees, CROSO and digital services
If the company employs staff, mandatory social insurance registrations must be organised under CROSO rules. eTaxes, SEF/eInvoicing and other Serbian digital systems may also be relevant. Access rights and authorisations are best arranged before the first filing deadline.
8. Beneficial ownership
After incorporation, review the company’s obligations concerning Serbia’s Central Register of Beneficial Owners. Ownership information and the documents supporting the beneficial-owner determination should be complete and kept up to date.
9. First 30 days – practical checklist
- archive the APR decision and founding act;
- set up the bank account and authorisations;
- establish the accounting workflow before the first transactions;
- review VAT and other tax obligations;
- activate required government digital services;
- organise CROSO registrations where employees are engaged;
- review beneficial-owner obligations;
- establish a controlled system for contracts, invoices, decisions and internal records.
Common incorporation mistakes
The most costly mistakes are not limited to the APR filing itself. Risk increases when founders register without clear governance arrangements, tax and cash-flow planning, involve the accountant only after transactions have started, or leave access to government digital services unresolved until a deadline arrives.
How AS LEGATT can help
AS LEGATT can connect the administrative incorporation process with the accounting and tax setup, helping a new company start with organised documentation, clear responsibilities and a practical compliance calendar.