Incorporation of business entities in Serbia now possible only electronically

Starting from May 17, 2023, incorporation of business entities in Serbia is possible only in electronic form, according to the amendments previously passed to the regulation governing the registration procedure.

 According to the amendments to the Law on Registration Procedure at the Business Registers Agency, which were published in the Official Gazette of the Republic of Serbia no. 105/2021 from November 8, 2021, after May 17, 2023, there is no possibility to submit to the afore-mentioned authority the registration application for incorporation of a limited liability company, joint stock company, limited partnership and partnership in paper form, either directly or via post. Namely, it is now possible solely electronically.

 However, for the time being, other types of registration applications (e.g., for changes to registered data) can be submitted to the Business Registers Agency the same as before – in paper form, directly or by post.

 Applicant of the electronic registration application

To file the electronic registration application for incorporation of a business entity, the applicant needs a qualified electronic certificate issued by the certification body of the Republic of Serbia. This does not mean that the applicant can only be a domestic person – citizen of Serbia, but it can also be a foreigner since the foreigners are allowed to obtain the qualified electronic certificate under the same conditions as Serbian citizens.

As mentioned above, the qualified electronic certificates are issued by the certification bodies of the Republic of Serbia, and there are currently five of these bodies registered.

Form of documents submitted along with the electronic registration application

All documents which are submitted along with the electronic registration application need to be in electronic form, i.e., the document must be made electronically and signed with an electronic signature or seal of document issuer, in accordance with the regulation governing electronic signatures and electronic documents (e.g., the memorandum/articles of incorporation are signed by founders/shareholders electronically, the payment confirmation of a bank needs to be signed electronically by an authorized person of the bank, etc.).

However, the Business Registers Agency does not provide any further explanation within its instructions regarding the exact type of electronic signature in question, i.e., whether the above-mentioned condition (with respect to signing the documents submitted along with the electronic registration application) is met if a person signs the document with an advanced form of electronic signature (e.g., using DocuSign) or it is necessary that the person signing the respective document does so by using the qualified electronic certificate.

Furthermore, if documents submitted along with the electronic registration application were not originally prepared in electronic form but rather in paper form, it is necessary to digitize the documents, i.e., convert such documents into electronic form, before submitting them to the Business Registers Agency.

Having in mind that by digitizing a document, i.e., by converting into electronic form, a simple copy of document is created, it shall be necessary for digitized document to be “verified” by one of the following persons:

• a person who issued a document – this practically means that, for example, an authorized bank employee who signed the bank’s paper confirmation regarding payment of monetary contribution, verifies it with their electronic signature, pursuant to the instructions from the official platform of the Business Registers Agency;
• a person who is authorized by law to certify a document – i.e., a notary public who is authorized to digitize and verify every document originally created in paper form; or
• a lawyer registered in the Bar Association of Serbia – there is no restriction regarding the type of document that a lawyer can digitize and “verify” for these purposes with their electronic signature or a qualified electronic seal, but it is very important to emphasize that when a certain document is digitized and “verified” by a lawyer, that same lawyer needs to sign the registration application for incorporation submitted electronically.

Obtaining a written counterpart of the Registrar’s decision

In accordance with this new course of submitting the registration application for incorporation of a business entity, the method of obtaining a written counterpart of the Registrar’s decision is changed as well.

Namely, pursuant to the mentioned amendments, delivery of a counterpart of the Registrar’s decision is made upon the request of the applicant, whereas - if the application is submitted electronically - the counterpart of the respective decision shall be delivered in electronic form, i.e., to the address for e-mail receipt, indicated in the registration application.

Ratio of the subject amendments

As announced by the Business Registers Agency, the novelty related to the incorporation of certain forms of business entities electronically was introduced in accordance with the concept of e-Uprava and digitization of business operations of the entire economy, thus this feature enables a reduction of costs and time for processing requests by the Business Registers Agency, which furthermore contributes to its greater efficiency.

In addition, the option of submitting the registration application regarding changes to company data electronically shall be introduced in the foreseeable future, when necessary technical prerequisites are met.