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Mandatory Submission of the Incorporation Application in Electronic Form for the Companies

Mandatory Submission of the Incorporation Application in Electronic Form for the Companies

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The Ministry of Commerce of the Republic of Serbia has announced that the applications regarding the incorporation of companies (among others, limited liability companies and joint stock companies) can be submitted only in electronic form as of 18 May 2023 via a designated user application of the Serbian Business Registers Agency (“SBRA”).

In respect of the other legal forms apart from the companies (cooperatives, cooperative unions, public enterprises, branch of a foreign company, and representative office of a foreign company) that are also registering with the SBRA, the applicants may opt for traditional submission or to apply electronically.

Once the technical requirements are met, the SBRA is expected to release guidelines for applying for incorporation of a company in electronic form. What is certain for now is that all documents accompanying the incorporation application have to be in electronic form and signed using an electronic signature or stamp. For instance, articles/memorandum of association would be signed using an electronic signature of the shareholders of a limited liability company.

If you need to submit a document that was not initially created in electronic form, you will have the option to digitize it by converting it into electronic form by certifying it with an electronic signature or stamp of:

1) issuing authority or entity (e.g., the tax administration certifies tax administration certificates);

2) Notary public as an authority authorized to certify transcripts notary public; or

3) Serbian lawyer if it is also an attorney in the procedure.

Foreign individuals still have to use electronic certificates issued by a certification body of the Republic of Serbia. They can obtain an electronic certificate under the same conditions as domestic individuals (while they will have to personally collect it). This also means that, for now, electronic documents issued by a foreign authority are not accepted by the SBRA. To work around this situation, a foreign applicant can make a copy of such a document which should then be certified by the foreign authority to prove its authenticity. A certified copy of such a document can be digitized by a notary or lawyer in the Republic of Serbia and used in the process.

Finally, this regulatory amendment is part of a wider wave of digitization across the Serbian market. The main objective is to simplify the process of starting a business, by reducing both the costs and the time involved in processing requests, while simultaneously enhancing the quality of services.

By Aleksa Bosnjovic, Senior Associate, Aleksandar Durovic, Trainee, SOG Law Firm

Serbia Knowledge Partner

Committed to redefining a law firm's role in an emerging regional market, Gecić Law is a full-service law firm that advises international and local clients from the public and private sectors in navigating the complex legal landscape of the region across multiple practice areas. Members of the Gecić Law team have graduated from leading universities in the US and Europe. They have extensive local and international experience, with a particular focus on EU regulatory frameworks and international trade and a proven track record in providing innovative and practical solutions in the most complex of matters.

Gecić Law is an exclusive member of two leading global alliances, TerraLex and TAGLaw, extending its international footprint. The firm and its lawyers have continuously been recognized in several practice areas by elite global directories, including The Legal 500, Chambers and Partners and Benchmark Litigation. Gecić Law was named Law Firm of the Year: South Eastern Europe 2021 and Law Firm of the Year: Eastern Europe and the Balkans 2020 at The Lawyer European Awards and was repeatedly nominated in other practice areas.

For more details, please visit geciclaw.com.


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