The First Step for All Entrepreneurs
Before you start your business, you need to properly register it and get the status of the legal entity
Suppose you want to start your own business – this is one of the most important steps towards achieving that goal. At the start of the business journey (in Serbia), you must register with the Serbian Business Registers Agency (SBRA). The Serbian Business Registers Agency keeps the records of all business entities in Serbia. At the moment of entry in the Register, the company acquires the status of a legal entity, and from that moment, it can appear in legal transactions and make a profit. Therefore, registration does not have a retroactive effect but produces a legal effect for the future.
Which Entities are Registered at SBRA?
The following entities are entered in the Register:
- companies (partnership, limited partnership, limited liability company, joint-stock company),
- bankruptcy estate,
- chambers of commerce, travel agencies, etc.
- contracts: on financial leasing, factoring, financing of agricultural production, pledges on movables,
- court prohibitions on alienation and encumbrance of the property
- associations, endowments, foundations, media, and other atypical economic entities.
How to Start the Procedure?
The registration procedure is initiated by applying to the Agency. The process is commenced directly in paper or electronic form or by mail by a person (natural or legal) wishing to establish a company or an authorized person. The application is submitted on the prescribed form or in the form of a submission stating:
- The name of the register to which the application is submitted;
- Subject and type of registration;
- Identification data of the applicant;
- In which manner, prescribed by this Law, the applicant requests that the registrar’s decision be delivered to him.
The application shall be accompanied by the prescribed documents in the original, certified transcript or certified copy and proof that the registration fee is paid. Additionally, if the document is submitted in a foreign language, a translation of the paper is made by an authorized court interpreter.
What Data is Presented During Registration?
The data to be registered are mandatory and optional.
Required data are:
- Business name and registered office;
- Date and time of establishment;
- Date and time of change;
- Company registration number;
- Company tax identification number (TIN);
- Legal form of the subject of registration;
- Code and description of the predominant activity;
- Bank account numbers;
- Business name, legal form, registered office and identification number of the founder, if the founder is a legal entity, or the name and unique identification number of the founder if the founder is a natural person;
- Name and identification number of the director and / or members of the board of directors;
- The name and identification number of the representative and the limits of his authority;
- Subscribed, paid in and entered capital of a business entity;
- Data on liquidation and bankruptcy of the business entity;
- Records of data of importance for the legal turnover of the economic entity;
- Data on reserved names;
- Annual financial statements of the business entity, prepared in accordance with the law governing accounting.
If the applicant is a foreigner, the obligatory data are personal name, passport number, country of issue, or the personal number for the foreigner or the number of personal foreigners and country of issue. If a foreign legal entity is registered – enter the business name, address of the registered office, registration number of the legal entity, and the country in which the person is registered.
Optional data contains:
- An abbreviated business name;
- Business name in a foreign language;
- Duration if the company is established for a definite period;
- Name and identification number of the procurator;
- Name and identification number of other representatives and limits of their powers;
- Data on the branch of the economic entity;
- Telephone and fax number of the business entity;
- E-mail address and internet address.
How long does it take?
If all conditions are met, the Agency shall issue a decision within 5 days from the day of receipt of the application. It is an interesting fact that the registrar examines only the formal conditions for registration and not the accuracy and credibility of the submitted documentation. If all conditions are met, the Agency issues a decision approving the application for registration. It shall reject the application by a decision if it determines that it is not competent to act upon the application, that the data or document is not the subject of registration, or that the data or document has already been registered. Also, the Agency will reject the application if an unauthorized person submits it and if the application does not contain data and facts necessary for registration. Decisions of the registrar made in the registration procedure are published at the same time, and registered data and documents are published at the same time. Registration produces a legal effect on third parties on the day following the day of publication. The procedure is conducted according to the rules of administrative procedure so that it is possible to appeal the decision of the Agency to the Minister in charge of economic affairs, and through the Agency, within 30 days from the day of publishing the decision. The second instance body must decide on the appeal within 30 days. The decision of the second instance body (competent Minister) is final, and an administrative dispute may be initiated against it.
Finally, we emphasize that the records kept by the Serbian Business Registers Agency are publicly available official records, and third parties who rely on registered data in legal transactions cannot bear the harmful legal consequences arising from incorrect registries.
Do you need help with registration?
If registration seems complicated to you, VAMA Consulting Group consultants can help you and accompany you at every step of founding a company. Contact us to find out more.
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