e-Registration of incorporation of a single and multi-member LTD

Continuing on the previously published news regarding the amendments to the Law on the Procedure of Registration with the Serbian Business Registers Agency (SBRA), whereby it is mandatory for the SBRA to only accept applications for the incorporation of a company in electronic form, we would like to draw attention to several important details of the same.

Briefly, according to the Companies Act (the Act) a limited liability company (LTD) is a company in which one or more company members own shares in the company’s share capital, and are not liable for the company’s obligations except in the case of Piercing the Corporate Veil, as well as due to the consequences of the company’s Deletion from the Register in the Event of Compulsory liquidation.

Now back to the e-Registration, 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;
  • have a Visa, MasterCard or Dina payment card, to pay the fee,
  • and lastly or more firstly, created eID account.

e-Registration of incorporation

  1. Firstly, as of January 1, 2024 it is mandatory to have an account through the eGovernance system or the eID account – Portal for electronic identification, with instruction for the foreign citizens as well. Once account is opened, the eID automatically refers to the SBRA system, thus enabling the applicant to commence the process of establishing a company i.e. eRegistration of the incorporation of a business subject.
  2. Secondly, filing in the data related to the incorporation of a LTD, such as:
    • Information about the applicant,
    • Form of management,
    • Company seat, Address for receiving mail, Address for receiving e-mail,
    • Business Name,
    • Duration of the company,
    • Obligation to certify changes to the founding act,
    • Predominant activity,
    • Members / Shares,
    • Basic (registered) capital/company’s share capital,
    • Data for the tax administration,
    • Legal representatives,
    • Other representatives, etc.

    It goes without saying, the above stated data is in compliance with the provisions of the Act re: the LTD.

  3. Thirdly, the applicant is obliged to attach certain documents in order to complete the eRegistration procedure. In this respect, documents can differ – on one hand, there are documents that the founder/or the applicant is drafting in electronic form such as Foundation act, which is then signed via qualified electronic certificate (electronic signature) and on the other the documents that are issued by third party such as state bodies or banks, that need to be certified either by electronic stamp or signature of the authorized person.

    It is also possible to digitalize the document initially drafted in paper form.

  4. Finally, the Decision on incorporation is rendered as an e-document signed with the registrar’s e-signature, and is received at the inserted e-mail address or can be downloaded from the application itself after e-registration.

For more information regarding the interpretation of these changes contact us at office@vuliclaw.com.