Seting up of Representative office in Serbia

Written for Expat.rs by Legal Advisor Nada Živanovi?, Dankovi?-Jagodnik-Tomi? Law Office

One of the ways for doing business in Serbia can also be setting up a representative office and in this article we will provide the reader with basic information regarding that matter.

A representative office is a separate but legally dependent entity. It is an organizational part of its founder company and it is operating according to directives received from the Founder Company.

All of the assets that the representative office handles are actually under the ownership of the Founder Company.

The business activities of a representative office are restricted and may include: representing the founder company, market research, finding business partners and connecting them to the founder company.

The above mentioned represent the purpose of setting up a representative office since it is not recognized as a profit acquiring legal entity.

A representative office is authorized to, in the name of and on behalf of the Founder Company, perform preparatory activities regarding the conclusion of business contracts, however it is not authorized to conclude those contracts itself. A representative office can be a contractual party only in the matters which concern their own needs (lease agreements, work contracts….)

When acting in the name of and on behalf of the Founder Company, it is obligated to comply with the laws and regulations valid in the territory of the Republic of Serbia.

Like most of the forms of business operations, a representative office is also registered in the Serbian Business Registers Agency.

The procedure of registration consists of several steps including notarization of the Statement of the Founder in the competent court. In that statement, the founder takes responsibility for all obligations which might arise from the activities of the representative office.

In addition to the statement, the Serbian Business Registers Agency also requires following documentation:

Certificate of Registration from the competent registry for the established company, Decision on Establishment of the representative office, Decision on Appointment of Legal Representatives, bank account numbers through which the founder company is operating and proof of having paid the registration fee.

After receiving the Certificate from the Registry, the representative office is obliged to make a seal, file a request for a tax identification number with the tax authorities and open a non-resident bank account.

The procedure for setting up a representative office in Serbia can be finished within a reasonably short period of time since each of the governmental bodies has a certain deadline for issuing a decision upon receiving a registration request.

After receiving the necessary certificates, the representative office is fully operational.

Again, we hope that this article is useful for all those interested for working in Serbia.