A foreign company branch office is a separate organizational unit of a company through which the company performs activity in Republic of Serbia in accordance with the law.
A foreign company branch office does not have the capacity of a legal person, but in terms of tax have resident status.
Relevant regulations, whose subject is registering a branch office of a foreign company, are:
- Companies Act (RS Official Gazette, No. 36/2011, 99/2011, 83/2014 and 5/2015)
- Law on the Procedure of Registration with the Serbian Business Registers Agency (RS Official Gazette, No. 99/11 and 83/2014)
- Rulebook on the Content of the Business Entities Register and Documents Required for Registration (RS Official Gazette, No. 42/2016) and
- Decision on Fees for Registration and other Services Provided by the Serbian Business Registers Agency (RS Official Gazette, No. 119/2013, 138/2014, 45/2015, 106/2015, 32/2016 i 60/2016).
Registering a branch office of a foreign company – data about the branch office which are subject of the registration
According to provision of the Article 569 paragraph 2 of the Companies Act registering a branch office of a foreign company in Serbia is required in accordance with the registration act.
If a branch office of a foreign company is registrated in the Business Registers Agency of the Republic of Serbia the following data are registered in accordance with the law on registration: data on the branch office, changes to such data, and termination of such branch office as well as financial statements of the founder compiled, audited and disclosed pursuant to the law of the state аccording to which the founder has such obligation.
Upon occasion registering a branch office of a foreign company the data that are the subject of the Resolution on forming of a branch office shall be registered, as follows:
- Name and address of the branch office
- Predominant activity of the branch ffice
- Personal name, i.e. business name of the branch office representative and the scope of authorities of the representative
- Name and seat of the register in which the founder of branch office is registered
- Name, legal form and seat of the founder of branch office
- Identification/registration number of the founder of branch office
- Personal i.e. business name of the representative of the founder of branch office
- Data on the registered capital of the founder, if such information is registered according to the law of the state in which the founder is registered.
Branch office of a foreign company has its predominant activity, which is registered in accordance with the registration act, but may also pursue all other activities not prohibited by law, regardless of whether they have been provided in the company’s memorandum of association or articles of association.
A separate act may condition the registration a branch office of a foreign company or pursuing a certain activity by the existence of a preliminary approval, consent or other decision of a competent authority.
Use of Business Name and Other Data
In legal transactions, a branch office of a foreign company acts under the company’s business name, with an indication:
- That it is a branch
- Of the branch’s address
- Of the branch’s name, if any.
The provisions of Article 25 of the Companies Act that relate to use of business name and other data in company’s documents apply mutatis mutandis to the use of business name and other data in documents of the branch office of a foreign company.
Effect of Registration of a Branch Office Representative
If a branch office representative is registered in accordance with the registration act, such person is considered to be the representative of the entire company, and the provisions of Article 33 of the Companiess Act apply mutatis mutandis to the issues related to the effect of restrictions of authority to represent in relations with third parties.
The registration procedure of branch office of a foreign company
Registration of branch office of a foreign company begins with filing of the registration form with required documentation and proof of payment of the prescribed fee and to direct at the headquarter of the Business Registers Agency of the Republic of Serbia or in one of the organizational units or by mail.
Registration of branch office of a foreign company can be realized if the following prescribed documentation shall be submited:
- Resolution on forming of a branch office
- Excerpt from the Register in which the foreign company was registered, with a certified translation by a sworn-in-court interpreter
- Evidence of bank accounts used for the foreign company’s business transactions and
- Statement of the authorized person of the foreign company in which he/ she takes responsibility for all liabilities that may arise in the operations of the branch office, with the certified translation by a sworn-in-court interpreter.