Electronic registration of the establishment of single-member limited liability companies (Ltd) has been enabled in the Serbian Business Registers Agency since 17 October 2018, while the electronic establishment of multi-member limited liability companies has been enabled since 28 June 2019.
In order to incorporate a single- and a multi-member Ltd electronically, the applicant shall:
- have a qualified electronic certificate (electronic signature), issued by the certification body in the Republic of Serbia;
- install an electronic card reader and a NexU application for electronic signing (if you have already installed the NexU application, be sure to download here a new version thereof);
- have a Visa, MasterCard or Dina payment card, to pay the fee.
The initial step to be made by a first-time user is to create an account in the aforesaid system for the centralized logging. The Agency has prepared a detailed video instruction on how to create an account.
If you have been already accessing the system, you can use the very same user account also for the e-Incorporation of a single- and multi-member Ltd. You just need to enter your email address and password. In case you have forgotten your password, please see a video guide on how to reset a forgotten password.
The Illustrated Guide through the e-Incorporation of a Ltd can help you with electronic registration of the establishment of a single- and multi-member Ltd (if a member of the company submits an e-application for himself, if no contribution is paid in, and if the corporate governance is organised through a one-tier system), as well as the User’s instructions manual in PDF format.
Payment of the fees for the establishment of a single- and multi-member Ltd is conducted through the Visa, MasterCard or Dina payment card system. The payment method is fully explained in the Technical manual for electronic payment of the fee.
The electronic signature is used for signing an electronic registration application, but also for signing the documents that may be attached to an electronic application. Due to the specificity of the procedure itself, signing of documents is performed through the NexU application for electronic signing, which can be downloaded here along with the user guide (Note: if you have already installed the NexU application, be sure to download a new version thereof using the above link).
Questions related to the e-Incorporation of a single- and multi-member Ltd can be addressed to our Info Center, either by phone [+ 381 (0)11 418 1000] or by email (firstname.lastname@example.org). The technical support of the SBRA (email@example.com) is also at disposal to you to provide all necessary assistance with the application of the System for the centralized logging of the Serbian Business Registers Agency’s users.
GENERAL REMARKS AND PREREQUISITES FOR THE SUBMISSION OF AN E-APPLICATION
The e-filing system for registration of incorporation of a single-member limited liability company is designed in such a manner to guide the user while entering data, helping him/her to fill in the registration application correctly and in accordance with the relevant regulations. This eliminates the most common shortcomings in the application that lead to a negative Registrar’s decision.
Please note that the Registrar checks whether the registration requirements are met (with respect to the availability of the chosen company name and compliance of the data entered in the application with those provided for in the memorandum of association) only after the submission of the registration application. Although the application itself is notifying the applicant of inaccurate entries, most of the time, it is not checking the two items mentioned above. Consequently, it may happen that although you have successfully submitted an e-application, you are not going to be granted a positive decision (e.g. due to the fact that the same company name already exists in the SBRA database). The application contains specifically marked mandatory fields that must be filled in, as well as the "i" button that provides more information. The applicant has to take care of the accurate spelling of all entries he/she makes, given that it is not possible to make any changes in the data entered during the e-incorporation procedure, i.e. the e-application is being adopted in its entirety as it has been filled in and the data is registered exclusively as entered by the applicant.
PREREQUISITES for the submission of an e-application:
There are four important prerequisites for the submission of an e-application. The applicant must:
- have an electronic signature (which will certainly be used later on for filing financial statements or for communicating with the Tax Administration);
- install an electronic card reader and the NexU application for electronic signing (Note: If you have already installed the NexU application, be sure to download a new version thereof. The NexU application has been designed by the Serbian Business Registers Agency and can also serve the user to create all future electronic documents, invoices, etc. It can be downloaded from the SBRA’s website free of charge);
- pay the registration fee electronically, using a Visa, Dina or MasterCard payment card;
- create a user account in the System for the centralized logging of the Serbian Business Registers Agency’s users to access the information system (which will certainly be used later on for all e-services of the Serbian Business Registers Agency).
An e-application can be submitted only if all mandatory fields have been filled in, and if:
- the e-incorporation fee has been paid;
- the registration application has been signed with a qualified e-signature issued on the territory of the Republic of Serbia;
- the unique master citizen number (“JMБГ”) or the registration number for foreigners, which is contained in the applicant's e-signature, is identical to the “JMБГ” number or the record number entered as a piece of information in the field “Applicant”.
When submitting an e-application it is also mandatory that all electronic documents attached to it are signed with the e-signature of the authorized person (e.g. a bank certificate acknowledging that the contribution, if this is envisaged by the memorandum of association, has been paid in, must be signed with the e-signature of the authorized person of the bank that issued the certificate).
FREQUENTLY ASKED QUESTIONS
1. Who can submit an e-application for the registration of a single-member Ltd in the Register of Business Entities?
An e-application can be submitted by a natural person (who is a future member of the company), or by a natural person, authorized by the future member, to file an e-application for incorporation to the Agency (proxy).
If the applicant is a future member, he/she shall sign the application with his/her qualified electronic signature.
If the applicant is a proxy, he/she shall sign the e-application with his/her qualified electronic signature and shall attach a power of attorney to it, in the form of an electronic document (signed with the electronic signature of the future member of the company).
2. Can an e-application for the incorporation of a multi-member Ltd be filed when a foreign legal entity is one of the future members of the company?
No, it cannot be filed for the time being. Currently, the application only supports submission of an e-application for incorporation of a single-member Ltd the member of which is a domestic or foreign natural person, or a domestic legal entity.
3. Do I have to attach a photocopy of my ID card, in PDF format to an e-application?
No, the identity of the applicant and the natural person is checked by the application itself, through the validation of the applicant's qualified electronic signature.
4. Should the memorandum of association be certified by a notary?
No, the memorandum of association that is attached to the e-application has to be in the form of an electronic document and signed with the e-signature of a member of the company or of the company's legal representative, if a domestic company is the future member of the company.
After filling in the mandatory elements, sign the memorandum of association with the electronic signature of a member of the company in the appropriate program or with the NEXU application for electronic signing.
5. If I wish to attach another document in addition to the memorandum of association, can it be in the form of a scanned copy?
No, it cannot. All documents attached to the application must be originals, unless a photocopy is expressly prescribed (e.g. a photocopy of an ID card, in case when applications are submitted in paper format). Given that this is an e-application, all documents attached to it must be in the form of electronic documents, i.e. they must be signed with the e-signature of the issuer of the document.
- a bank certificate acknowledging that the contribution (if it is envisaged by the memorandum of association) has been paid in, must be signed with the e-signature of the authorized person of the bank that issued the certificate;
- a certificate from the criminal record/certificate of no criminal conviction must be supplied with the e-signature of the authorized person of the competent police administration of the Ministry of Internal Affairs.
6. Can I, along with the submission of an e-application, submit to the Tax Administration a request for taxpayer identification number - TIN (‟ПИБ”), or can I inform the Pension and Disability Insurance Fund of the Republic of Serbia (‟ПИО фонд”) about the establishment of employment relation?
Using this application, an applicant can:
- file a request for the taxpayer identification number (‟ПИБ”);
- file a request for the VAT registration;
- inform the competent institution that a member will establish employment relation in the company.
7. What are the most common mistakes that can be made during the procedure of e-incorporation of a single-member Ltd?
- When indicating a business activity in the business name or when entering the letters ‟Č”, ‟Ć”, ‟Ž”, ‟Š” and ‟Đ”, applicants often do not use diacritics (e.g. PETROVIĆ and PETROVIC, ČAČIĆ and CACIC, ŠUŠA and SUSA, ĐURIĆ and DJURIĆ) or "swallow" a letter (e.g., a DESIGN COMPANY instead of a DESIGN COMPANY). Given that it is not possible to make any changes in the data entered during the e-incorporation procedure, the e-application is being adopted in its entirety as it has been filled in and the data is registered exclusively as the applicant has entered it. Thus, it is extremely important that applicant takes care of the accurate spelling of all entries.
- The name must not be already reserved or be similar to the already registered one. An applicant can ensure this prior to filing an application, by searching registered business entities and the names thereof using the unified data search. In practice, applicants often fail to get information about the rules governing the business name.
- The business name is in the Serbian language, either in Cyrillic or in Latin script. It is important to keep in mind that the script of the business name used in the memorandum of association/resolution on the company formation is equal to the business name’s script used in the registration application. Otherwise, the subject inconsistency between the registration application and the documentation attached to it will be the reason for the rejection of the application. Also, care should be taken as to how the legal form is entered in the application and the memorandum of association. E.g. the application states: BONUS LIMITED LIABILITY COMPANY PARAĆIN, while the memorandum of association states: BONUS LTD PARAĆIN. Therefore, the said inconsistency in the designation of the company’s legal form is the reason for the rejection of application.
- The information about the company member’s contribution must be equally indicated in the application and the memorandum of association. Otherwise, if the application states that the contribution is subscribed while the memorandum of association states that it is subscribed and paid in, this will be an inconsistency between the registration application and the attached documentation, which is the reason for the rejection of the application.
8. Can I, at some point in the registration procedure, withdraw from, change or supplement the e-application?
Upon filing an application, and until the decision of the competent Registrar is made, the applicant can:
- change the application;
- supplement the application;
- withdraw from the application.
If the applicant, having paid the fee and having filed the application, realizes that he/she has made a mistake, he/she can, until the decision is made by the Registrar, change the application by selecting: the ‟NEW APPLICATION” (“НОВИ ЗАХТЕВ “) tab on the home page screen of the web application for submission of the e-incorporation forms, then the “Start filling in the e-application” (“Започните попуњавање е-захтева”) tab, and then the “Sole ProprietorCompany” (“ПредузетникПривредно друштво”) tab. However, in the ‟FILLING IN THE NEW ENTRY” (‟УНОС НОВОГ ЗАПИСА”) screen, the applicant should select the “Supplement/Change the application for registration of the company” (“Допуна/измена пријаве за регистрацију привредног друштва”) tab from the drop-down menu (most often the “Application for the registration of incorporation of the company” tab is mistakenly chosen). After selecting the “Supplement/Change the application for registration of the company” tab, it is necessary to enter the number of the initial application in the “Preliminary - Initial application” (“Претходни - полазни захтев”) field, which serves as a reference number. After the action is completed, the application will copy all data from the initial application. Therefore, it will be sufficient to change only the fields containing the error or delete the existing memorandum of association and attach a new one (signed with the electronic signature of the company member).
9. When am I entitled to the priority right in decision-making?
If the Registrar determines in the registration procedure that the registration requirements have not been fulfilled, he/she shall issue a decision rejecting the application.
The applicant can:
- submit a new application, to remedy the identified defects, and
- pay one half of the amount of the prescribed registration fee.
In this way, the applicant acquires the order-related priority right in decision-making and can create an "application for e-incorporation of a single-member Ltd based on the order-related priority right".
The deadline for filing the application based on the order-related priority right is 30 days from the day of publishing the Registrar’s decision.