Registration of the representative office in Serbia – the legal framework
The legal position of the representative office of a foreign company in the Republic of Serbia as well as the registration of a representative office in Serbia, are regulated by the provisions of articles 574-577 of the Companies Act (RS Official Gazette, Nos. 36/2011, 99/2011 and 83/2014 – other law, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021), the Law on the Registration Procedure in the Agency for Business Registers (“Official Gazette of RS”, No. 99/2011, 83/ 2014, 31/2019 and 105/2021) and the Rulebook on the content of the Business Entities Register and documents required for registration (RS Official Gazette, No. 42/2016).
The Companies Act with provisions of article 574. paragraph 1 define the representative office as a separate organisational unit of a foreign company that may carry out preliminary and preparatory work leading to the conclusion of a transaction by that company.
Also, the Companies Act with provisions of article 574. paragraph 2 to 4 regulate the key characteristics of the status of a representative office in Serbia, and that the representative office:
- not have legal personality
- may only enter into transactions relating to its current operations, and that
- a foreign company shall be liable for any obligations towards third parties that may arise in the operations of its representative office (founder of representative office).
In addition to the previously mentioned key features, characteristics of the status of the representative office in Serbia are:
- to be formed by a decision of a foreign company’s competent body (Companies Act, Article 575. paragraph 1)
- to must be registered in accordance with the law on registration (Companies Act, Article 577. paragraph 1)
- to have a representative through whom appear in legal transactions
- to can not perform business activities of the founder and
- to can not generate its own income.
The representative office of a foreign company ceases from the following two main reasons:
- decision on its termination passed by the founder of representative office and
- the termination of the founder of representative office – a foreign company.
Registration of the representative office in Serbia
Registration of the representative office in Serbia is performed in accordance with the provisions of the Law on the Registration Procedure in the Agency for Business Registers (“Official Gazette of RS”, No. 99/2011, 83/ 2014, 31/2019 and 105/2021) and the Rulebook on the content of the Business Entities Register and documents required for registration (RS Official Gazette, No. 42/2016).
The process of registration of the representative offices in Serbia, is initiated by submitting to the Business Registers Agency of the Republic of Serbia an application on the prescribed form – A unique registration application for the registration of legal persons and other entities and registration in a unique register of taxpayers (form JRPPS).
The application shall be accompanied by the required documents, either originals or certified copies, unless otherwise prescribed, and by proof of payment of the registration fee. If a document is submitted in a foreign language, it shall be accompanied by a translation on Serbian language certified by a sworn-to-court translator.
Pursuant to Article 20 of the Rulebook on the content of the Business Entities Register and documents required for registration (RS Official Gazette, No. 42/2016), registration of the representative office in Serbia will be realized, if along with an application for the registration of a foreign company’s representative office, the applicant submits:
- decision on establishment of a representative office
- copy of entry in the register in which the foreign company is registered, along with a translation into Serbian by an authorized court interpreter
- proof of bank account numbers through which the foreign company effects its business transactions
- signature of the authorized representative of the representative office notarized by the competent notarization authority
- statement of the foreign company’s authorized person in which that the company assumes the responsibility for all liabilities arising in connection with the business activity of the representative office, notarized by the competent notarization authority, with a translation into Serbian by an authorized court interpreter.
By depositing a certified statement of the founder that he takes responsibility for all liabilities arising in connection with the operations of its representative office, provide the creditors in Serbia who offer to representatvie office certain services or deliver certain goods or services (lease of business premises, postal services, electricity supply utilities services, etc). With this statement, our citizens who are employed in the representative office are insured.
According to the provisions of article 45 of the Law on the Registration Procedure in the Agency for Business Registers (“Official Gazette of RS”, No. 99/2011, 83/ 2014, 31/2019 and 105/2021) any person who submits false data to the Register, or a false or falsified document, with the intent to use such data or documents in the registration and recording procedure as real ones, commit a criminal act for which the penalty of imprisonment from three months to five years is regulated.
Upon receipt of the application, the Registrar, pursuant to provision of article 14 paragraph 1 of the Law on the Registration Procedure in the Agency for Business Registers (“Official Gazette of RS”, No. 99/2011, 83/ 2014, 31/2019 and 105/2021), shall check whether the registration terms have been met at the time of registration.
Registration of the representative offices in Serbia, end with decision making of the Registrar on the adoption or rejection of the application, and within five working days of receipt of the application.
If the Registrar determines that the registration requirements are met, the Registrar shall issue a decision to grant the application, without the applicant’s participation in the procedure.
According to article 17 of the Law on the Registration Procedure in the Agency for Business Registers (“Official Gazette of RS”, No. 99/2011, 83/ 2014, 31/2019 and 105/2021), if the Registrar determines that the registration requirements from article 14 paragraph 1, items .1), 3), 4), 10), 11), 12) and 13) of the Law on the Registration Procedure in the Agency for Business Registers (“Official Gazette of RS”, No. 99/2011, 83/ 2014, 31/2019 and 105/2021), have not been fulfilled (that s/he isn’t authorized to act upon the application, that the data or the document isn’t subject to registration; that the data or documents requested for registration have already been registered; that the application was not submitted within the deadline prescribed by law if the deadline is a condition for registration; that the application from Article 17, paragraph 3 of the Law on the Registration Procedure in the Agency for Business Registers (“Official Gazette of RS”, No. 99/2011, 83/ 2014, 31/2019 and 105/2021), was not submitted within the prescribed period and that the identified deficiencies were not eliminated; that the registration of the data or document is contrary to a particular law; that the registration of the data or document is contrary to the act of the competent authority adopted following the law ), the Registrar shall issue a decision rejecting the application.
If the Registrar determines that the registration requirements from article 14 paragraph 1, items 2), 5), 6), 7), 8) and 9) of the Law on the Registration Procedure in the Agency for Business Registers (“Official Gazette of RS”, No. 99/2011, 83/ 2014, 31/2019 and 105/2021) have not been fulfilled, he shall issue a decision rejecting the application, stating which registration requirements have not been met.
If the applicant, within 30 days from the date of publication of the decision on rejecting the application, submits an application for registration of the data to which that decision referred and pays one half of the amount of the fee prescribed for the registration that is the subject-matter of the application, the applicant shall retain order-related priority rights in decision-making based on the submission of the rejected application.
In the decision, among other things, records and information on the activities of the representative office in accordance with the Law on Classification of Activities (RS Official Gazette, No. 104/2009) and the Regulation on Classification of Activities (RS Official Gazette, No. 54 / 2010). By the Regulation on Classification of Activities for representation offices is regulated activity: 82.99 – Other business support service activities.
Last update: 25. 08. 2023.
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