According to the provisions of Article 9, Paragraph 2 of the Law on the Registration Procedure in the Business Registers Agency (“Official Gazette of RS”, No. 99/2011, 83/2014, 31/2019 and 105/2021) starting from May 17, 2023, the registration application for the establishment of a business company, namely a limited liability company (LLC), joint stock company (JSC), limited partnership (LP) and general partnership (GP), can be submitted to the Business Entities Register of the Serbian Business Registers Agency EXCLUSIVELY ELECTRONICLY.
E-Registration for establishing business companies is realized in the Serbian Business Registers Agency application.
E-Registration of the establishment of a business company in Serbia includes:
- Submitting an electronic application through a special application;
- Attaching electronic documents signed with a qualified certificate and
- Paying the fee for the registration of the establishment by payment card.
Submitting an electronic application for the establishment of a business company
E-Registration of the establishment of a business company begins with the submission of an electronic application for establishing a business company to the Business Entities Register of the Serbian Business Registers Agency through a user application for receiving electronic applications, which ensures the receipt of electronic documents and proof of payment of the registration fee.
The signing of the electronic application for the establishment of a business company and documents, as well as the certification of electronic documents, is carried out following the regulations governing electronic signatures and documents.
Validation of the qualified electronic signature on the electronic application for establishing a business company is carried out according to the time of receipt of the application.
Validation of the qualified electronic signature on the documents attached to the electronic application for establishing a business company is performed according to the time the documents are uploaded to the user application, except when the documents are provided with a qualified electronic time stamp.
At the moment of validation of a qualified electronic signature, the Serbian Business Registers Agency will confirm the validity of that signature with a qualified electronic time stamp.
The applicant must fulfill the following prerequisites for submitting an e-application for the establishment of a business company:
- qualified electronic certificate (electronic signature) issued by a certification body in the Republic of Serbia
- Installed electronic card reader and NEXU application for electronic signature. An applicant can download the NEXU application for electronic signature free of charge from the Serbian Business Registers Agency website.
- the possibility of paying the fee for registering a company electronically using a Visa, Dina or MasterCard payment card,
- opened a user account in the system of the Serbian Business Registers Agency to access the application. Application by order in the Serbian Business Registers Agency system will be possible until June 1, 2023; after that, only registration will be available through the Portal eID.gov.rs.
An application for the registration of the establishment of a company only can be submitted 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 mandatory documents have been attached (in PDF format and electronically signed with a valid electronic certificate);
- The unique master citizen number, “JMBG”, or the registration number for foreigners, which is contained in the applicant’s e-signature, is identical to the “JMBG” number or the record number entered as a piece of information in the field “Applicant”.
E-Registration – a form of documents attached to the electronic application
In the process of e-registration of the establishment of business companies, ALL DOCUMENTS attached to the e-application must be in electronic form.
It is necessary to distinguish between documents drawn initially up in electronic form and signed by the founder (or his authorized representative) with his qualified electronic certificate, from documents issued by third parties or state authorities and which must be authenticated with an electronic seal or the signature of an authorized person of that person/authority that is the document issued.
Certification of the digitized act by a lawyer or other authorized persons
The provisions of the Law on the Registration Procedure in the Business Registers Agency (“Official Gazette of the RS”, no. 99/2011, 83/2014, 31/2019 and 105/2021) provide for the possibility of digitizing documents, which are attached in the e-registration procedure, i.e. converting one document from paper to electronic form (which is considered as a copy).
According to the provisions of Article 11a of the Law on the Registration Procedure in the Business Registers Agency (“Official Gazette of RS”, No. 99/2011, 83/2014, 31/2019 and 105/2021), if an act, i.e. a document shall be submitted with the application that is previously made initially in paper form, the applicant shall submit a copy of that document, i.e. a document that has been digitized and certified following the law regulating electronic documents, electronic identification and trusted services in electronic business.
Digitization of the act, i.e. document and confirmation of identity to the original, to carry out the procedure following the Law on the Registration Procedure in the Business Registers Agency (“Official Gazette of RS”, No. 99/2011, 83/2014, 31/2019 and 105/ 2021), in addition to the persons established by the law governing electronic documents, electronic identification and trusted services in electronic business, a lawyer registered in the directory of lawyers of the Bar Association of Serbia can also execute the digitization, if the lawyer signs the application with his electronic signature, i.e. with a qualified electronic seal at the same time to which that act or document is submitted.
The lawyer is obliged to keep the original of the act, that is, the document that he digitized and submitted to the Serbian Business Registers Agency and the digitized act, that is, the document itself, in accordance with the law.
Therefore, for the copy to be faithful to the original, that is, for the attached electronic document to have the same legal force as the original paper document, it is necessary to sign it with a qualified electronic signature:
- the person who issued the document or
- a person authorized by law to certify the transcript (public notary) or
- a lawyer registered in the directory of lawyers of the Bar Association of Serbia (provided that the lawyer is also the lawyer who submits the registration application).
E-Registration – a form of the Decision on the establishment of a business company
E-Registration for establishing a business company ends with adopting the Decision to establish a business company. The decision to establish a business company in the form of an e-document, signed with the registrar’s e-signature, can be received at the entered email address or downloaded from the Serbian Business Registers Agency application itself after the e-registration of the business company.
It is also possible to obtain a decision on the establishment of a business company in written form. In that case, a request for issuing a copy of the decision in written form with proof of payment of the prescribed fee for issuing a copy of the decision in written form shall be submitted to the Serbian Business Registers Agency.
Read more:
Establishment of a Company, Branch and Representative Offices »
The Legal Framework for the Company Foundation »
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