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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