Registering a DOO in Serbia with the APR: Step by Step

A limited liability company (DOO) in Serbia is registered with the APR (Business Registers Agency, Agencija za privredne registre). Since 2023 the application to incorporate a company has been filed electronically only, and the APR issues its decision within five working days. Along with registration the company receives its registration number (matični broj), tax identification number (PIB) and enrollment with the social insurance funds — all through a single window.

It sounds simple, and on the whole it is. For foreigners the difficulties start in the details: where to have the founding act certified, what to sign the electronic application with, which address to state and what has to be done in the first two weeks after registration in order to avoid a fine. Let us walk through the whole path step by step.

Step 0. Decisions to make before filing

• The name. It is checked for uniqueness in the APR register; the name must include the form “d.o.o.”. Foreign words are allowed, but the name in Cyrillic or Latin script must be unambiguous.
• Founders and shares. One or several members — natural persons or legal entities, residents or non-residents. Shares are stated as percentages of the capital.
• Share capital. A minimum of 100 dinars; it can be contributed within five years of registration. Neither the bank nor the tax authority needs a large capital.
• The director. One or several; a foreigner without a residence permit can be a director. The director represents the company and signs on its behalf.
• The principal activity code (šifra delatnosti) from the Serbian classifier. A company may engage in any activity that is not prohibited, but the principal code affects statistics and certain inspections.
• The address of the sedište — a real address in Serbia where the company is reachable for the tax authority and receives mail.

Step 1. The founding act

For a company with a single member this is a decision on incorporation (odluka o osnivanju); for several, a founding agreement (ugovor o osnivanju). The document contains the details of the members, the name, the registered seat (sedište), the capital, the shares, the director and the management arrangements. The founders’ signatures are certified by a Serbian notary (javni beležnik). A foreigner signs using their passport; if they do not speak Serbian, the notary brings in a court interpreter.

If a founder cannot travel, the act is signed by a representative under a notarized power of attorney. A power of attorney issued abroad requires an apostille (or legalization if the country is not a party to the Hague Convention) and a translation by a court interpreter. If the founder is a foreign company, you will additionally need an extract from its register no more than three months old, with an apostille and a translation.

Step 2. Filing electronically with the APR

The application is filed through the eRegistracija service on the APR portal. For this the applicant must hold a qualified electronic signature issued by a Serbian certification authority — we have described how a foreigner obtains one in our article on the electronic signature and e-Uprava. In practice the application is usually filed by an authorized representative — a lawyer or an agency that already holds a signature.

The application is accompanied by: the founding act in electronic form, copies of the passports of the members and the director, a power of attorney (if a representative files), an extract from the register of a foreign founder, and confirmation that the fee has been paid. The APR does not require separate proof of address, but the owner of the premises has the right to demand that the registered seat be struck out if they did not consent to it.

Step 3. The APR decision and what it contains

The decision is issued within five working days of a complete package being filed. In practice, when the filing is error-free, the decision arrives in two or three days. The registration decision contains: the registration number (matični broj), the tax identification number (PIB), the details of the director, the registered seat and the capital. At the same time the company is enrolled with the Pension Insurance Fund and the Health Insurance Fund.

If the APR finds deficiencies, it issues a rejection decision listing the reasons. The applicant then has 30 days to file a corrected application, keeping their priority and without paying the fee again. Typical reasons: an uncertified translation, an error in the name, a discrepancy between passport details and the founding act.

Step 4. The first 15 days after registration

1. Register the beneficial owner (stvarni vlasnik) in the Central Register of Beneficial Owners at the APR — within 15 days of the registration date. Fines apply for missing the deadline, and banks check the register entry when opening an account.
2. Open a business account with a Serbian bank. You will need the APR decision, the founding act, the passports of the director and owners, and details of the ownership structure. The full picture is in our article on opening an account with a Serbian bank.
3. Obtain a qualified electronic signature for the director: without it ePorezi, SEF and the company’s electronic mailbox do not work.
4. File the PDP form with the tax authority, setting out the advance corporate profit tax payments for the first year.
5. Connect to the electronic invoicing system (SEF) — mandatory for VAT (PDV) payers and for working with public-sector organizations.
6. Put the director’s work on a formal footing: an employment contract or an agreement on the rights and duties of the director. Even without a salary the company pays pension contributions for the director if they are not insured elsewhere.
7. Choose an accountant. The first reports — monthly and quarterly — come round quickly, and mistakes in them cost more than a subscription to accounting services.

VAT: register straight away or not

Mandatory registration as a VAT (PDV) payer kicks in once revenue exceeds 8,000,000 dinars over the previous 12 months. Below that, registration is voluntary. For companies that export services to foreign clients, voluntary registration is sometimes worthwhile: exported services are zero-rated, and input PDV on rent and equipment can be recovered. But a VAT payer must file returns monthly or quarterly and work through SEF, which adds to the accounting workload. The decision is best taken together with an accountant before the first invoice is issued.

Costs and timelines: summary table

Current fee amounts are published by the APR on its website, and notary tariffs are approved by the Ministry of Justice. The total government charges for registration are small — the bulk of the budget goes on the notary, translations and, if you are not filing yourself, on a representative.

Common mistakes during registration

• Stating a registered seat at which the company cannot be found. The tax authority checks the address by visiting it; the company not being there is grounds for temporarily withdrawing the PIB.
• Forgetting the beneficial owners register. Fifteen days pass quickly, and without an entry the bank will not open an account.
• Not formalizing the director. A company with no formal basis for the director’s work and no contributions paid for them looks inactive to the tax authority and the Ministry of the Interior — which is critical when renewing a residence permit.
• Registering for VAT “just in case” and then failing to file the first return.
• Stating the capital in the act in euros without giving the dinar equivalent — the APR will return the application.

Registering a DOO can realistically be completed remotely in one to two weeks, provided the documents are prepared correctly the first time. If you need someone to accompany you, file the application with their own signature, find a real address and set up your accounting, take a look at how company registration in Serbia works and which plans include a registered address.