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Serbia Subsidiary for Foreign Companies

Injac Attorneys advises foreign companies and international groups on establishing and running a subsidiary in Serbia: 100% ownership by the foreign parent, remote incorporation through a Power of Attorney, and legal support with governance, intra-group arrangements, banking and ongoing corporate compliance.

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100%

Ownership by the foreign parent permitted.

DOO

Standard form: a separate Serbian legal entity.

15%

Corporate income tax.

20%

Withholding tax on dividends, reducible under a tax treaty.

Serbia Subsidiary: Key Facts

A foreign company can establish a wholly owned subsidiary in Serbia without a Serbian partner, shareholder or director. The standard form is a limited liability company (društvo sa ograničenom odgovornošću, or DOO): a separate Serbian legal entity whose obligations are its own, so the parent’s exposure is limited to its contribution. The legal minimum share capital is RSD 100, but the actual capitalisation should follow the subsidiary’s funding needs and what its bank will expect. The parent acts through its authorised representative or through an attorney holding a Power of Attorney, and its corporate documents must be apostilled or legalised and translated into Serbian. Incorporation is filed electronically with the Serbian Business Registers Agency (APR), which decides within five working days. Once registered, the subsidiary is a Serbian tax resident and pays corporate income tax at 15%. Dividends paid to the parent are subject to 20% withholding tax unless a double tax treaty reduces it, and every transaction with the parent or another group company must be priced at arm’s length and documented. The parent controls the subsidiary through its rights as member, while the director owes duties to the Serbian company itself. A corporate bank account is opened separately, after the bank has reviewed the whole ownership chain, and every later change of director, ownership or capital must be registered with the APR.

Contents

What Is a Serbian Subsidiary?

A Serbian subsidiary is a company incorporated under Serbian law and owned, wholly or by majority, by a foreign company. In practice it is almost always a limited liability company (DOO). The joint stock company (AD) is used only where a regulated activity or a future listing requires it.

The point that matters most to a foreign parent is that the parent and the subsidiary are two separate legal persons:

  • The subsidiary acts in its own name. It concludes contracts, invoices customers, employs staff, holds assets and opens bank accounts as a Serbian company, with its own registration number and tax identification number.
  • Its obligations are its own. Creditors of the subsidiary are paid from the subsidiary’s assets. The parent risks what it has contributed, unless it abuses the separate legal personality, for example by treating the subsidiary’s assets as its own, in which case Serbian law allows the parent to be held liable directly.
  • It is a Serbian taxpayer. The subsidiary is a Serbian tax resident taxed on its own profit. Owning it does not in itself make the parent taxable in Serbia, apart from withholding tax on payments the subsidiary makes to the parent.
  • It is represented by its own director. The parent’s board members and officers have no authority to bind the subsidiary unless they are appointed as its director or authorised by it. Equally, the subsidiary’s director acts for the subsidiary, not for the parent.

This separation is the reason most international groups prefer a subsidiary to a branch, and it shapes everything that follows on this page: how the parent approves decisions, how it funds the subsidiary, how money moves between them and how the subsidiary stays compliant.

Can a Foreign Company Own 100% of a Serbian Subsidiary?

Yes. A foreign company can hold all of the shares in a Serbian DOO and appoint a foreign director. Serbian company law applies to foreign and domestic members in the same way, and foreign investors enjoy national treatment under the Law on Investments.

  • No local partner. A Serbian co-founder, nominee shareholder or resident director is not required. A single foreign company can be the sole member.
  • More than one group company as member. Where a group prefers two members, for internal or tax reasons, two group companies can hold the shares together. Serbian law does not require it.
  • Foreign director. The director can be of any nationality and does not need to live in Serbia. What needs planning is practical: how the director will sign electronic filings and how the bank will identify the director.
  • Beneficial owners. Serbia requires every company to record the natural persons who ultimately own or control it. For a subsidiary, that means documenting the ownership chain above the parent up to those individuals. Widely held and listed groups are treated differently and need a specific analysis.
  • Regulated activities. Foreign ownership is not restricted as such, but some activities, such as banking, insurance and payment services, need a licence regardless of who owns the company. A subsidiary established jointly with an unrelated company may also require merger clearance; see Competition Law in Serbia.

Serbian Subsidiary vs Branch vs Representative Office

A foreign company can be present in Serbia in three ways. The choice decides who is liable, who is taxed and how Serbian banks, customers and authorities will deal with the Serbian operation.

 
FeatureSubsidiary (DOO)Branch (ogranak)Representative office (predstavništvo)
Legal statusSeparate Serbian legal entityPart of the foreign companyPart of the foreign company
May trade, invoice and contract in SerbiaYes, in its own nameYes, on behalf of the foreign companyNo; preparatory and auxiliary activities only
Liable for Serbian obligationsThe subsidiaryThe foreign company, with all its assetsThe foreign company, with all its assets
Share capitalYes; legal minimum RSD 100NoneNone
Managed byDirector(s) appointed by the membersBranch representative appointed by the foreign companyRepresentative appointed by the foreign company
Serbian corporate income taxThe subsidiary, on its worldwide profitThe foreign company, on the profit attributable to the branchNot normally, while it stays within its permitted activities
Profit to the parentAs dividends, subject to withholding tax unless a treaty reduces itBranch profit belongs to the foreign companyNo profit; funded by the foreign company
Serbian proceedings and enforcementDirected at the subsidiaryDirected at the foreign companyDirected at the foreign company
Typical useSales, services, operating and engineering teams, holding assetsContract-specific or project work where the counterparty requires the foreign company itselfMarket research, promotion and liaison before committing to a trading presence

When a subsidiary is the better choice. For an operation that will trade, employ people or hold assets in Serbia over time, a subsidiary is the default. It keeps Serbian liabilities, tax audits and disputes at the level of the Serbian company, and it is the structure Serbian banks, counterparties and public authorities deal with most often.

When a branch or a representative office makes sense. A branch can suit a foreign company whose customer, regulator or contract requires the foreign company itself to be the contracting party, typically for a defined project. It avoids a separate company, but it brings the foreign company directly into Serbian tax, liability and proceedings. A representative office is an exploratory step: it cannot trade, and a company that starts with one usually establishes a subsidiary once it is ready to do business. See Representative Office in Serbia.

Does your company need a Serbian subsidiary?

We advise on structure, registration, banking, tax, and employment — integrated into a single engagement. Tell us about your business objectives and we’ll determine whether a subsidiary is the right approach and how to structure it optimally.

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How to Establish a Subsidiary in Serbia

The registration procedure is the same as for any Serbian company and is explained in our guide to company formation in Serbia. What is different when you set up a subsidiary in Serbia is the work on the parent’s side: its internal approvals, its signatory authority and the documents that have to come from its home jurisdiction.

Determine ownership and governance

Decide which group company will hold the shares, because that choice determines which double tax treaty applies to dividends and interest paid out of Serbia. Settle the share capital, the director or directors, who may sign for the subsidiary and in what combination, which decisions are reserved for the parent, and the subsidiary’s business activity. Choose the bank at this stage too, since its requirements affect the documents.

Prepare the foreign parent's documentation

The parent adopts the internal decision to establish the subsidiary, obtains a recent register extract, and signs a Power of Attorney for the Serbian filing. These documents are apostilled or legalised and translated into Serbian. For most groups this is the longest step.

Prepare the Serbian incorporation documents

We draft the founding act (a decision on incorporation where the parent is the sole member, or a memorandum of association where there are several members), the decision appointing the director and any procurator, the beneficial ownership data and the registration application. Documents the parent signs are prepared in English and Serbian side by side.

File the electronic registration

We file the application with the APR electronically under the Power of Attorney. The APR fee for incorporating a DOO is RSD 8,000, and the APR must decide within five working days. Registration gives the subsidiary its registration number (matični broj) and tax identification number (PIB).

Complete the post-incorporation steps

Record the beneficial owners, arrange the director’s qualified electronic signature or the authorisations that replace it, open the bank account, pay in the share capital, engage an accountant and set up e-invoicing, file the initial corporate income tax return within 15 days of registration, and register for VAT where required. Intra-group agreements should be signed before the first transaction between the parent and the subsidiary, and employees must be registered before they start work.

In our practice, where the founder is a foreign company, registration takes 10–15 business days from receipt of complete documents, and 15–25 business days for multi-layered ownership structures or regulated activities. The bank account usually follows within one to two weeks of incorporation, longer where the bank applies enhanced due diligence.

Documents Required from the Foreign Parent Company

A foreign company establishing a Serbian subsidiary typically provides the following. The APR needs some of these documents for registration; the bank needs all of them.

DocumentPurposePractical notes
Extract from the commercial registerShows that the parent exists and who is authorised to represent itMust be recent. Where the home register does not show who can represent the company, as in many US states, a certificate of incorporation, good standing and incumbency is used instead.
Corporate resolutionApproves the establishment, the share capital, the appointment of the director and the signatory for the parentBoard or shareholder resolution, as the parent’s own articles require. Serbian banks almost always ask for it.
Power of AttorneyAuthorises a Serbian attorney to sign and file on the parent’s behalfSigned by the parent’s authorised representative before a notary. We draft it in the form the APR and Serbian banks accept.
Identification of signatories and directorsIdentifies the person signing for the parent and each appointed director or procuratorPassport copies. Banks may also require certified copies and proof of address.
Ownership chainIdentifies the beneficial owners for the Central Records of Beneficial Owners and the bankGroup structure chart, register extracts or shareholder registers of intermediate companies and passports of the beneficial owners. Listed parents provide evidence of the listing.
Constitutional documents and financial statementsBackground for the bank’s reviewNot needed for registration, but frequently requested by banks, particularly for newly formed or holding-company parents.

The same formal rules apply to every document issued abroad:

 

  • Apostille or legalisation. An apostille for countries party to the Hague Apostille Convention, full legalisation for others, unless a bilateral treaty with Serbia exempts the document.
  • Certified translation. Translation into Serbian by a court interpreter registered in Serbia. Preparing resolutions and Powers of Attorney in bilingual form from the outset reduces translation time and cost.
  • Electronic form. Paper originals are converted into electronic documents by a notary or by the filing attorney before submission.
  • Consistency. The name, registration details and signatories must match across the extract, the resolution and the Power of Attorney. Discrepancies are the most common reason for requests from the APR or the bank.

Ownership and Corporate Governance

A subsidiary’s governance is set at incorporation, in its founding act and in the registered data on who may represent it. Getting it right at the start is easier than changing it later, and it determines how much control the parent keeps in practice.

Who decides what

Most Serbian subsidiaries use the simplest structure the law allows: the parent as sole member and one or more directors. A supervisory board is optional for a DOO and is used mainly by larger groups that want an additional oversight layer in Serbia.

BodyTypical responsibilities in a subsidiary
Parent, as memberAmendments to the founding act, changes to share capital, appointment and dismissal of directors, adoption of the annual financial statements, profit distribution, and any matters the founding act reserves to the member.
Director(s)Day-to-day management, representation towards third parties, employment matters, bank signatory authority, and responsibility for the company’s records and statutory filings.
Supervisory board (optional)Oversight of the directors and approval of matters assigned to it by the founding act.

Reserved matters

Groups usually require parent approval for decisions such as adopting the budget, borrowing or granting security above a threshold, acquiring or disposing of significant assets, entering into agreements with related parties, hiring senior staff, starting litigation and opening bank accounts. Listing these in the founding act makes them binding under Serbian law. A group policy that the Serbian director has only been told about binds the director internally, but does not by itself limit what the subsidiary can validly sign.

Representation and signing authority

Limits on a director’s authority generally cannot be relied on against third parties. The exception is a co-signature requirement registered with the APR, for example that the local director may sign only together with a group representative. Groups that want control over what the subsidiary signs therefore combine a registered co-signature rule with an internal authority matrix and, where useful, procuration (prokura) or specific Powers of Attorney for local managers.

The director

A director must be an individual, and can be a group executive based abroad or a local manager. A local director makes day-to-day banking, filings and signatures easier; a director abroad keeps decisions within the group but needs remote signing arrangements. Many groups appoint both. The director may be employed by the subsidiary or engaged under a separate agreement, and the choice has tax, social security and, for a foreign national working in Serbia, immigration consequences.

Whoever is appointed owes duties of care and loyalty to the Serbian company. The director follows the parent’s lawful instructions, but where the subsidiary is at risk of insolvency, the interests of its creditors come first. Transactions between the subsidiary and the parent may also require approval under the rules on personal interest; see Corporate Secretarial Services in Serbia.

Funding a Serbian Subsidiary

How the parent puts money into the subsidiary determines how that money can later come back, what is deductible for Serbian tax purposes, which foreign exchange formalities apply and what the bank will ask. The main options are:

MethodHow it worksPoints to watch
Share capitalCash or in-kind contribution subscribed at incorporation and paid within the period set in the founding act (at most five years)The legal minimum is RSD 100. Banks look at whether the capital matches the planned activity. In-kind contributions must be valued.
Capital increaseNew contributions, or conversion of a shareholder loan into capital, by decision of the memberRegistered with the APR. Returning capital later requires a capital decrease with a creditor protection procedure.
Additional paymentsPayments members make under the founding act in proportion to their shares, without increasing share capitalMust be provided for in the founding act; their repayment is subject to statutory conditions.
Shareholder or intra-group loanA loan agreement between the parent (or another group company) and the subsidiaryMust be reported to the National Bank of Serbia before funds can be drawn or repaid. Interest must be at arm’s length, interest on related-party debt above four times the lender’s share in equity is not deductible, and interest paid abroad is subject to withholding tax.
Commercial arrangementsFunding through pricing: the parent pays the subsidiary for services, or supplies goods on deferred payment termsMust reflect real transactions at arm’s length. Long payment terms can themselves fall under foreign exchange reporting rules.

Most subsidiaries combine these methods: modest capital at incorporation, a shareholder loan for the start-up phase and, once the subsidiary has its own revenue, funding through intra-group pricing. The right mix depends on how long the subsidiary needs funding, how the parent intends to recover its investment and the tax position in the parent’s country. We prepare the legal documents and handle the foreign exchange formalities; the tax modelling should be done together with the group’s tax advisers.

Ready to establish your Serbian subsidiary?

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Intercompany Agreements and Transfer Pricing

Every flow of goods, services, money or rights between the subsidiary and its parent, or any other group company, is a related-party transaction under Serbian tax law. Each needs three things: a written agreement that matches what actually happens, a price at arm’s length, and transfer pricing documentation filed with the subsidiary’s corporate income tax return.

Serbia follows the arm’s length principle as set out in the OECD Transfer Pricing Guidelines. The scope of documentation the subsidiary must prepare depends on the value of its related-party transactions. Transfer pricing is also a regular focus of Serbian tax audits of foreign-owned companies.

In practice, the problems we see are rarely about the price itself. More often an agreement was never signed, it describes something different from what the parties actually do, or the member’s decision approving it is missing. Intra-group agreements should be in place, in English and Serbian, before the first invoice, and reviewed whenever the business model changes. Pricing and benchmarking are prepared by transfer pricing specialists; we draft the agreements and coordinate with them.

ArrangementTypical situationPoints to watch
Management and support servicesThe parent charges the subsidiary for finance, HR, legal, IT or management supportThe subsidiary must be able to show what it received. Fees for certain advisory-type services paid abroad are subject to Serbian withholding tax unless a treaty applies, and services from abroad generally attract Serbian VAT under the reverse-charge mechanism.
Contract development and IT servicesThe subsidiary develops software or performs R&D for the parent, usually at cost plus a mark-upOwnership of the results must pass from the employees to the subsidiary and on to the parent. That chain of title is secured in the employment contracts and in the intra-group agreement. See Intellectual Property in Serbia.
DistributionThe subsidiary buys goods from the group and resells them in Serbia or the regionThe functions and risks the subsidiary assumes determine its expected margin. Transfer prices and customs values should be aligned.
IP licensingThe parent licenses its trademarks, technology or software to the subsidiaryRoyalties paid abroad are subject to withholding tax unless a treaty reduces it. The licence must be documented before royalties are paid.
FinancingLoans, guarantees and other financial support from group companies 
Procurement and shared servicesCosts shared across group companies under an allocation keyThe allocation key and the benefit to the subsidiary must be documented.
Secondment of staffGroup employees work for the subsidiary in Serbia for a periodA secondment agreement, the right to work in Serbia and the question of which company bears the cost.

Corporate Bank Account for a Serbian Subsidiary

A subsidiary cannot operate without a Serbian bank account: share capital, salaries, taxes and payments to Serbian businesses all go through it. Opening the account is the bank’s own decision, taken under its risk policy and Serbian anti-money laundering rules, and it is separate from registration.

For a subsidiary, the bank’s review covers the parent as well as the Serbian company:

  • The parent: its register extract, constitutional documents and often its latest financial statements.
  • Ownership chain and beneficial owners: every intermediate company up to the individuals who ultimately own or control the group, and their identification.
  • Source of funds: where the share capital and the initial funding come from.
  • Expected activity: turnover, currencies, the expected volume of intra-group payments, and the main counterparties and countries.
  • Signatories: who will operate the account and how directors based abroad will be identified.

Several Serbian banks belong to international banking groups. Where the parent already banks with the same group, onboarding can sometimes build on that relationship, although the Serbian bank still carries out its own review. We choose the bank with you before the subsidiary is registered and prepare the file for it. No law firm can guarantee that an account will be opened; careful preparation improves the file and the choice of bank. More detail is available in our guide to the Serbia bank account, including opening an account without visiting Serbia.

Serbia follows the arm’s length principle as set out in the OECD Transfer Pricing Guidelines. The scope of documentation the subsidiary must prepare depends on the value of its related-party transactions. Transfer pricing is also a regular focus of Serbian tax audits of foreign-owned companies.

In practice, the problems we see are rarely about the price itself. More often an agreement was never signed, it describes something different from what the parties actually do, or the member’s decision approving it is missing. Intra-group agreements should be in place, in English and Serbian, before the first invoice, and reviewed whenever the business model changes. Pricing and benchmarking are prepared by transfer pricing specialists; we draft the agreements and coordinate with them.

Taxation and Profit Repatriation

A Serbian subsidiary is taxed like any Serbian company. For the parent, the relevant questions are how the subsidiary’s profit is taxed in Serbia and what it costs to bring money back to the group.

TaxRateNotes
Corporate income tax15%On worldwide profit, paid in monthly advance instalments; annual return within 180 days of the year-end.
VAT20% standard, 10% reducedMandatory registration once turnover exceeds RSD 8 million in the previous 12 months.
Withholding tax on dividends to the parent20%25% where the parent is in a jurisdiction with a preferential tax system. Reduced under a double tax treaty.
Withholding tax on interest and royalties20%25% for preferential tax jurisdictions. Reduced under a double tax treaty.
Withholding tax on certain service fees20%Applies to specified advisory-type services paid to non-residents; usually relieved under a treaty.

Getting profit back to the parent. Dividends can be paid only out of profit shown in adopted annual financial statements, on the basis of a decision of the member, and only if the subsidiary’s net assets remain sufficient afterwards. The subsidiary withholds the tax at the time of payment and files the withholding tax return. Other ways to return cash to the group are repayment of shareholder loans, interest and royalties under documented agreements, a capital decrease and, eventually, liquidation.

No EU shortcut. Serbia is not an EU member state, so the EU Parent-Subsidiary and Interest and Royalties Directives do not apply to payments from a Serbian subsidiary. A reduced rate depends on a double tax treaty: Serbia has treaties with more than 60 countries, and treaty relief applies only if the parent proves its tax residence in the prescribed form and meets the treaty’s conditions. The tax package published in Official Gazette RS No. 80/2026 leaves the 15% rate unchanged. It also introduces EU-style rules, including withholding tax exemptions for EU parent companies and a limit on the deductibility of borrowing costs, but these are linked to Serbia’s accession to the EU rather than applying now.

The parent’s side. How dividends are taxed when they reach the parent, whether a credit is available for Serbian withholding tax, and whether controlled foreign company or global minimum tax rules apply are all questions for the parent’s jurisdiction. They should be answered before the structure is set up. Rates, incentives and deadlines are covered in more detail in our Serbia Tax Guide, and incentive schemes in Investment Incentives in Serbia.

Employees and Management in Serbia

Serbian employment law applies to everyone who works in Serbia for the subsidiary, whatever the group’s own policies say. Group handbooks, bonus schemes and equity plans usually need to be adapted to Serbian law before they are rolled out locally.

  • Employment contracts. Each employee needs a written employment contract under Serbian law, concluded and registered with the Central Register of Compulsory Social Insurance before work starts. Salaries are paid in dinars, although they can be agreed by reference to a foreign currency.
  • From contractors to employees. Groups often start in Serbia with independent contractors and set up a subsidiary once the team grows. Serbian tax law tests whether a contractor is genuinely independent, and moving the team into employment with the subsidiary should be planned with that test in mind.
  • The director’s engagement. A director may be employed by the subsidiary or engaged under a separate agreement. Each option has different tax and social security consequences.
  • Foreign managers and specialists. A foreign national who will work in Serbia, including a director or a group employee seconded or transferred to the subsidiary, needs a permit covering residence and work. The permit route depends on the person’s role; see Immigration to Serbia.

 

For employment contracts, internal rules, terminations and incentives for new hires, see Employment Law in Serbia.

Ongoing Corporate Compliance

Incorporation is a single project; keeping the subsidiary compliant is a continuing obligation that rests with its director. For a foreign-owned subsidiary, the recurring items are:

  • Registration of changes. Any change of director, member, share capital, registered office, name, activity or representation rights must be registered with the APR, generally within 15 days. Until it is registered, the subsidiary generally cannot rely on the change against third parties acting in good faith.
  • Members’ decisions. The parent’s decisions as member, on the annual financial statements, profit distribution, appointments and transactions with related parties, must be adopted in writing in the form Serbian law requires and kept with the company’s records.
  • Annual financial statements. Adopted within six months of the year-end and filed with the APR by 30 June, together with the auditor’s report where the subsidiary is subject to statutory audit.
  • Beneficial ownership. Changes recorded within 30 days, and the recorded data verified once a year even where nothing has changed.
  • Share transfers and capital changes. A transfer of shares within the group takes effect towards the company and third parties only once it is registered with the APR.
  • Documents that expire. The director’s electronic signature, Powers of Attorney and the parent’s register extracts all need to be kept current for the APR and the bank.

Changes above the subsidiary matter too. A group reorganisation abroad, a new parent name or new signatories at parent level can change the Serbian beneficial ownership record and the bank’s KYC file, even though nothing has changed in Serbia.

Why Establish a Subsidiary in Serbia?

International groups choose Serbia for a combination of the following factors.

Corporate tax. The 15% flat rate is below the statutory rate in most EU member states, and it applies to foreign-owned and domestic companies alike.

Investor protection. Foreign investors are guaranteed national treatment under the Law on Investments, and profit can be repatriated after tax, subject to the withholding tax rules described above.

Workforce. Universities in Belgrade, Novi Sad and Niš supply a large pool of engineers and IT specialists, and salary levels remain below Western European averages. Serbia is an established location for engineering, software development and shared service centres.

Regional position. From Belgrade, a subsidiary can serve the Western Balkans while working in the same time zone as most of the EU. Serbia is a candidate for EU membership and is aligning its company, competition, data protection and tax legislation with EU law.

Market access. Serbia has free trade agreements with the European Union (through the Stabilisation and Association Agreement), the CEFTA countries, EFTA, the United Kingdom, Turkey, the Eurasian Economic Union and China. These are customs preferences for goods that meet the rules of origin, not exemptions from sanctions. Groups with EU, UK or US parents remain bound by their own sanctions and export-control rules in respect of their Serbian subsidiaries, and Serbian banks screen payments against international sanctions lists.

For an overview of the legal environment for foreign investors, see Doing Business in Serbia.

How Injac Attorneys Assists Foreign Companies

We act as the Serbian legal point of contact for the foreign parent and its group legal, tax and management teams, from the first structuring discussion to the subsidiary’s day-to-day corporate life. Depending on the mandate, our work includes:

  • Structuring: choice of vehicle and shareholding entity, share capital and governance, coordinated with the group’s tax advisers.
  • Parent-company resolutions: the parent’s approval of the establishment, drafted in the form its own governance and the Serbian bank require.
  • Power of Attorney: drafted for the APR and the bank, with signing, notarisation and apostille instructions for the parent’s jurisdiction.
  • Foreign documents: coordinating register extracts, legalisation and certified translations.
  • Incorporation: the founding act, director appointments, procuration and the APR filing.
  • Governance: reserved matters, co-signature rules and authority matrices that give the parent control over what the subsidiary signs.
  • Banking: choosing the bank, preparing the KYC file and handling the bank’s compliance questions.
  • Intercompany agreements: services, development, distribution, licensing and loan agreements, coordinated with the group’s transfer pricing advisers.
  • Beneficial ownership: analysing the ownership chain and recording it in the Central Records of Beneficial Owners.
  • Employment and immigration: employment contracts, internal rules and permits for foreign managers and specialists.
  • Ongoing corporate support: registration of changes, members’ decisions, annual compliance and the yearly beneficial ownership verification, through our corporate secretarial services.

We do not provide accounting services. We work alongside the subsidiary’s accountant and the group’s auditors so that corporate decisions, filings and accounts are consistent.

Frequently Asked Questions

Can a foreign company own 100% of a Serbian subsidiary?

Yes. A foreign company can be the sole member of a Serbian DOO, without a Serbian co-founder or nominee. See foreign ownership.

No. Serbian law does not require any Serbian member. The foreign parent can hold all of the shares, alone or together with other group companies.

No. The director can be of any nationality and does not need to live in Serbia. A director based abroad needs arrangements for signing electronic filings and for the bank’s identification requirements, which is why many groups also appoint a local director.

Yes. It contracts, employs staff and is taxed in its own name and is liable for its own obligations. The parent’s exposure is limited to its contribution, unless it abuses the subsidiary’s separate legal personality. See what a Serbian subsidiary is.

The legal minimum for a DOO is RSD 100. In practice, the capital should reflect the subsidiary’s funding needs and its bank’s expectations, and it can be combined with shareholder loans. See funding a Serbian subsidiary.

A subsidiary is a separate Serbian company that is liable and taxed in its own name. A branch is part of the foreign company, so the foreign company is liable for everything the branch does and is itself taxed in Serbia on the branch’s profit. See subsidiary vs branch vs representative office.

A recent register extract, a corporate resolution approving the subsidiary, a Power of Attorney, identification of the signatories and directors, and documents showing the ownership chain up to the beneficial owners, all apostilled or legalised and translated into Serbian. See documents required from the foreign parent.

Yes, through share capital, capital increases or loans. A loan from the parent must be reported to the National Bank of Serbia, must carry arm’s length interest, and is subject to Serbian limits on the deductibility of interest on related-party debt.

Yes, out of profit shown in adopted annual financial statements and on the basis of a member’s decision. Dividends are subject to 20% Serbian withholding tax unless a double tax treaty reduces it. See taxation and profit repatriation.

Yes. Transactions with the parent and other group companies must be priced at arm’s length and documented, and the transfer pricing documentation is filed with the subsidiary’s corporate income tax return. See intercompany agreements and transfer pricing.

Yes, in most cases. The parent signs its documents abroad and a Serbian attorney files the application electronically under a Power of Attorney. Opening the bank account is a separate process, and some banks require the director or a beneficial owner to be identified in person.

Registering corporate changes with the APR, adopting and filing annual financial statements, keeping the beneficial ownership record current and verifying it yearly, and documenting the parent’s decisions as member, alongside its accounting and tax filings. See ongoing corporate compliance.

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Email:

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Address:

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Navigating Serbia’s dynamic business environment requires sharp legal insight and reliable support. Injac Attorneys at Law delivers tailored legal solutions across Corporate Law, M&A, Dispute Resolution, Employment, IP, Real Estate, Data Protection, and Tax. Count on us as your trusted legal partner in every transaction.

Email:

inquiry@injac.rs

Tel:

+381 11 2458 945

Address:

Makenzijeva 17,

11000 Belgrade - Serbia

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