Checklist: setting up a company in Serbia (d.o.o.) as a foreign founder

A working checklist for a foreign individual or company that wants to register a limited liability company (d.o.o.) with the Serbian Business Registers Agency. Use it to prepare documents and questions before you instruct a Serbian lawyer.

Checklist · Last updated 30 September 2026

Draft for review by DRG lawyers. Prepared from the firm's published articles and official sources; not yet approved for publication.

011. Before you file

Most delays come from decisions that are made late: who signs, who represents the company, and how the capital is paid. Settle these first.

Decide whether the company has one member (a founding decision) or several members (a founding agreement). The founding act is the core document of the filing.Decide who the founders are: individuals or foreign companies. The documents differ (see section 2).Choose the company representative (director) and decide whether the person is named in the founding act or appointed by a separate decision.Decide the amount of registered capital and whether contributions are in money or in kind. In-kind contributions need an agreement of the members on their valuation.If a foreign person will act as director and live in Serbia, start the residence and work permit process in parallel (see our checklist on work permits for foreigners).Compare the alternative of a branch office of the foreign company before choosing a d.o.o.

Sources: Serbian Business Registers Agency (SBRA/APR), instructions for establishing a d.o.o. (2026-09-30); Rulebook on the content of the Business Entities Register and documentation for registration, Official Gazette of RS 63/2023 (Paragraf Lex) (2026-09-30); DRG, 10 Important Novelties Introduced by Amendments to the Company Law (2018-06-25); DRG, Serbia: Branch Office of a Foreign Legal Entity (2022-04-21)

Practice area: Corporate, M&A and Commercial Law

022. Documents for foreign founders

Foreign public documents must be in a form Serbian authorities accept. Serbia is a party to the Hague Apostille Convention, so an apostille from the issuing state normally replaces full legalization where that state is also a party.

Founding act (decision or agreement) signed with a qualified electronic certificate or digitized as the law allows.Foreign individual: copy of the passport or of a foreign ID card (passport number and issuing country are recorded).Foreign company as founder: a current extract from its home register showing company name, registered address and registration number.Put an apostille (or full legalization if the home state is not a party to the Convention) on each foreign public document.Certified translation of each foreign document into Serbian by a court interpreter.Power of attorney for the person who will represent the founders in the filing, if the founders do not sign and file themselves.Bank confirmation of the paid monetary contribution, or, for in-kind contributions, the members' agreement on valuation and their statement that the assets were transferred to the company.Decision appointing the representative, if the founding act does not name the person.

Sources: Serbian Business Registers Agency (SBRA/APR), instructions for establishing a d.o.o. (2026-09-30); Rulebook on the content of the Business Entities Register and documentation for registration, Official Gazette of RS 63/2023 (Paragraf Lex) (2026-09-30); HCCH, status table of the Apostille Convention (Serbia: in force 27 April 1992, by succession) (2026-09-30)

Practice area: Corporate, M&A and Commercial Law

033. Filing with the Business Registers Agency

The filing is made electronically through the Agency's eRegistracija portal. One unified registration application is used for registering the company and its tax registration.

Complete the unified registration application for a d.o.o. in the Agency's portal (ereps.apr.gov.rs).Sign and file with a qualified electronic certificate. If no founder holds a Serbian-recognized certificate, plan for an authorized representative.Attach the founding act and all documents from section 2.Pay the Agency's fee as set in its current fee schedule (the amount is not stated here).Check the status of the application in the portal and answer any request to correct or supplement it.After registration, obtain the registration decision and the extract from the register.

Sources: SBRA/APR, eRegistracija of establishing a company (2026-09-30); Serbian Business Registers Agency (SBRA/APR), instructions for establishing a d.o.o. (2026-09-30); Rulebook on the content of the Business Entities Register and documentation for registration, Official Gazette of RS 63/2023 (Paragraf Lex) (2026-09-30)

Practice area: Corporate, M&A and Commercial Law

044. Beneficial owner registration

Every registered company must record its beneficial owners in the Central Register. The rules changed on 1 October 2025.

Register the beneficial owner no later than 30 days from the date the ground for registration arises. For a new company this is its registration.The filing is made by the company's legal representative, through the Agency's portal, with a qualified electronic certificate.Upload the documents on which beneficial ownership is based, and, for a foreign beneficial owner, a copy of the passport or foreign ID card.Until the authorities clarify whether foreign documents need an apostille and translation, use the same documents you gave the bank in its KYC procedure.Update the register within 30 days of every later change in the ownership structure.

Sources: DRG, Serbia: New Law on the Central Register of Beneficial Owners Enters into Force (2025-09-29); Law on the Central Register of Beneficial Owners, Official Gazette of RS 19/2025, 51/2025 and 60/2025 (Paragraf Lex) (2026-09-30); DRG, Serbia: Registration of Beneficial Capital Owners Mandatory until 31 January 2019 (2019-01-18)

Practice area: Corporate, M&A and Commercial Law

055. After registration

These points depend on the company's activity and on the founder's home country. Confirm each one with a Serbian lawyer and tax adviser.

Open the company's bank account. Expect the bank to run its own KYC checks and to ask for the founding documents and beneficial owner data.Check whether and when the company must enter the VAT system, on the basis of expected turnover, and whether voluntary entry makes sense.If the founder will lend money to the company, check the foreign exchange rules on loans between residents and non-residents before the first payment.Keep the corporate acts, the beneficial owner file and the registry extract together for later due diligence.

Sources: DRG, Serbia: Company Law has been amended (2022-01-19); Law on Business Companies, Official Gazette of RS 36/2011 ... 109/2021 and 19/2025 (Paragraf Lex, list of amendments) (2026-09-30); DRG, Serbia: New Law on the Central Register of Beneficial Owners Enters into Force (2025-09-29)

Practice area: Corporate, M&A and Commercial Law

This guide gives general information on the law as of the date above and is not legal advice. Laws and practice change; please contact us before acting on any of it.

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