As of today (17 May 2023), companies in Serbia can be registered exclusively by submitting an online registration application to the Serbian Business Registers Agency (SBRA). The applicant has to have an account with E-Government portal. Such account can be opened free of charge.
In order to submit an online registration application, the applicant has to have a qualified electronic signature (QES) issued in Serbia. All accompanying documentation, such as the PoA and the Memorandum of Association, must be either produced in digital form or digitized, in each case using QES issued in Serbia. Documents which previously had to be notarized, such as the Memorandum of Association, no longer have to be notarized, if is issued in digital form using QES issued in Serbia. Theoretically, QES certificates issued in those few countries with which Serbia has treaties on mutual recognition of QES certificates should be acceptable, but in practice this is not yet the case.
This means that a foreign founder establishing a company in Serbia, who presumably does not have a QES certificate issued in Serbia, will have to issue a notarized paper-form PoA to its Serbian lawyers as before. The instructed lawyer will then digitize the PoA and sign a digital Memorandum of Association on the basis of such PoA. Other documents issued abroad in paper form and collected by the founder for the purpose of registration of a company in Serbia, such as excerpt from the commercial register for a founder who is an entity or a copy of the passport for a founder who is an individual, will also be digitized by the founder’s Serbian lawyer using local QES.
Registration of new companies resulting from a change of corporate status, such as spin-off, will be possible in the traditional manner, i.e. offline, as before. Same applies to registration of non-incorporated entities, such as cooperatives, NGOs, branches or representative offices of foreign companies.
SBRA’s decision will be issued exclusively in e-form and sent to the applicant by e-mail.
E-registration is a welcome innovation, as it will speed up the registration process and reduce the overall cost of registration by dispensing with the cost of notarization of incorporation documents and the cost of mailing original foreign documents to Serbia.
The dealings with the Commercial Registry maintained by SBRA are expected to be further improved as SBRA plans to make e-registration possible with respect to all corporate changes by the year-end.
