Company Formation in Serbia for Russian Citizens

Injac Attorneys advises Russian citizens and Russian-owned businesses on company formation in Serbia: full ownership, remote registration through a Power of Attorney, and legal support with the issues specific to Russian founders, from documents and bank due diligence to payments and sanctions compliance.

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100%

Ownership by Russian founders permitted.

Remote

Registration through a Power of Attorney.

100% Foreign

Foreign ownership permitted.

RSD 100

Minimum share capital of a DOO.

Key Facts for Russian Founders

Russian nationals establish Serbian companies under the same company law as any other foreign founder. What differs in practice is the paperwork, the bank’s review and the compliance questions around payments.

  • Full ownership. A Russian citizen or a Russian company can own 100% of a Serbian limited liability company (DOO).
  • No local partner. A Serbian co-founder, nominee shareholder or resident director is not required.
  • Russian director. A Russian citizen can be the director and does not need to live in Serbia.
  • Remote registration. In most cases, a Serbian attorney files the incorporation electronically under a Power of Attorney.
  • Documents. Russian documents must be translated into Serbian by a court interpreter. An apostille is often not required, because Serbia and Russia apply a bilateral treaty exempting public documents from legalisation, but some banks still ask for one.
  • Banking. Serbia offers banking opportunities for Russian individuals and Russian-owned businesses, supported by the fact that the country has not imposed its own sanctions against Russia.
  • Residence is separate. Owning or managing a Serbian company does not give a right to live or work in Serbia.

Contents

Can Russian Citizens Establish and Own a Company in Serbia?

Yes. Russian nationals may establish and wholly own a Serbian company under the same company-law framework as other foreign founders. The Russia-specific issues arise in documentation, bank onboarding, source-of-funds review and cross-border payment compliance, not in the registration itself.

  • Same rules as any foreign founder. Serbian company law does not distinguish between founders by nationality, and foreign investors are guaranteed national treatment under the Law on Investments. The registration procedure, the documents the registrar requires and the official fees are the same for a Russian founder as for anyone else.
  • Individuals and companies. A Russian citizen can be a founder on the basis of a valid international passport. A Russian company can be a founder through its general director, or through an attorney acting under its Power of Attorney.
  • No residence requirement. Neither Serbian residence nor a Serbian personal identification number is needed to own shares or to act as director.
  • Sanctions in Serbian law.

    Serbia has not imposed its own sanctions against Russia, maintaining an independent regulatory approach that can offer advantages to Russian individuals and businesses. Serbian banks remain open to considering applications from Russian nationals and Russian-owned companies, subject to standard KYC and AML procedures.

DOO or Preduzetnik: Which Structure Is More Suitable?

Russian founders usually compare two options: a limited liability company (društvo sa ograničenom odgovornošću, DOO) and registration as an entrepreneur (preduzetnik). The two are often confused, but they are legally different. A single-member DOO is a company: a separate legal entity owned by one person. An entrepreneur is not a company at all, but an individual registered to carry on business in their own name.

FeatureSingle-member DOOEntrepreneur (preduzetnik)
Legal statusSeparate legal entity owned by the founderThe individual, registered to trade in their own name
LiabilityThe company is liable for its debts; the founder risks the capital contributedUnlimited: the entrepreneur is liable with all personal assets
Who can use itAny foreign individual or company, whether or not resident in SerbiaIndividuals who live and work in Serbia; a foreign national also needs a permit covering residence and self-employment
Managed from abroadYes, through a director based outside SerbiaNot in practice; the entrepreneur runs the business personally
Taxation15% corporate income tax on profit; distributed profit is then taxed as dividendsPersonal income tax and social security contributions on business income, either on actual profit or, where the conditions are met, as fixed monthly amounts set by the tax authority (flat-rate taxation)
Partners and investorsUp to 50 members; shares can be transferredOne person only; no shares to transfer or to issue to investors
APR registration feeRSD 8,000RSD 2,500
Typical useOperating, IT, consulting and trading businesses, holding assets, any business with partners or growth plansIndividual services provided by a founder who has moved to Serbia

For most Russian founders, a DOO is the better choice. It is the only option for a founder who does not live in Serbia, it separates personal assets from business risk, and it is the structure Serbian banks, counterparties and investors deal with most often.

When a preduzetnik can make sense. For an individual who has moved to Serbia and provides services personally, entrepreneur registration is simpler to run and, where flat-rate taxation is available, cheaper to administer. Two points are often overlooked. Flat-rate taxation is subject to eligibility conditions, and an entrepreneur who works mainly for one client under conditions resembling employment may fail the statutory independence test, in which case the income is taxed as if it were employment income. And entrepreneur registration does not by itself give a right to live or work in Serbia.

To register a company in Serbia as a Russian citizen, you follow the same five steps as any foreign founder. The general procedure is explained in our guide to company formation in Serbia; the Russia-specific points arise at each step.

Decide the structure and choose the bank

Settle the legal form, the members, the director, the registered office in Serbia and the business activity. For a Russian founder, the choice of bank belongs at this stage rather than after registration: the bank’s requirements shape the documents, and not every bank will accept every lawful business model.

Prepare the documents in Russia or your country of residence

Your international passport, a Power of Attorney if you will not sign in Serbia and, where the founder is a Russian company, its register extract and corporate approvals. Whether an apostille is needed depends on where each document is issued.

Prepare the incorporation documents

We draft the founding act, the appointment of the director and the registration application, together with the beneficial ownership data. Documents the founder signs are prepared in Serbian and English side by side.

File the electronic registration

We file the application with the Serbian Business Registers Agency (APR) 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. The beneficial owners can be recorded in the same filing. Registration gives the company its registration number (matični broj) and tax identification number (PIB).

Complete the post-registration steps

Open the bank account, arrange the director’s electronic signature, engage an accountant, file the initial tax return and pay in the share capital; see post-registration requirements.

In our practice, registration of a Serbian DOO with a Russian individual or corporate shareholder typically takes 1–2 weeks from receipt of complete documentation. Our team also assists with corporate bank account opening, ensuring a coordinated and efficient process from incorporation to the commencement of business operations.

Documents Required from Russian Citizens

Russian citizen as founder

  • International passport (zagranpasport). The internal Russian passport is not used for registration or banking in Serbia.
  • Power of Attorney, signed before a notary, if you will not sign the documents in Serbia. We draft it in the form the APR and Serbian banks accept.
  • Beneficial ownership details, normally your own, with a copy of your passport.
  • For the bank: proof of residential address and evidence of the source of the funds that will go into the business, such as bank statements, records of employment or dividend income, sale contracts or Russian personal tax returns.

Russian company as founder

  • A recent extract from the Unified State Register of Legal Entities (EGRUL, ЕГРЮЛ), showing the company’s details and its general director.
  • The decision of the participants, the sole participant or the competent body under the charter, approving the establishment of the Serbian company, the share capital and the appointment of the director.
  • A Power of Attorney signed by the general director.
  • The charter and documents showing the ownership chain up to the individuals who ultimately own the group, which Serbian banks request in almost every case.

The subsidiary route is covered in more detail below.

Apostille, translation and spelling of names

  • Documents issued in Russia. Serbia and Russia apply the 1962 treaty on legal assistance concluded between Yugoslavia and the Soviet Union, and the Serbian Ministry of Foreign Affairs lists Russia among the countries whose public documents are exempt from legalisation. In practice, documents certified by a Russian notary and Russian register extracts often need no apostille for use before Serbian authorities. Some Serbian banks nevertheless ask for one, so we confirm the position with the bank before the documents are signed.
  • Documents issued in a third country. Many Russian founders live outside Russia. A Power of Attorney signed before a notary in the country of residence needs an apostille if that country is a party to the Hague Apostille Convention, or full legalisation otherwise, unless that country has its own treaty with Serbia.
  • Certified translation. Every document in Russian, or in another foreign language, is translated into Serbian by a court interpreter registered in Serbia.
  • Spelling of names. Russian names can be transliterated into Latin script in more than one way. The spelling in the international passport should be used consistently in the Power of Attorney, the translations and the bank documents; a mismatch is a frequent reason for queries from the registrar and banks.

Can the Company Be Registered Remotely?

Yes, in most cases. Since May 2023, applications to incorporate a DOO can only be filed electronically, and a Serbian attorney can prepare and file them under the founder’s Power of Attorney. A Russian founder can therefore establish the company without travelling to Serbia, whether they live in Russia or elsewhere. The general mechanics are explained in our guide to registering a company remotely.

Three steps around the registration may still involve a visit:

  • Bank onboarding. Some banks identify the director or the beneficial owner in person, and for Russian-owned companies a meeting at the bank is common.
  • Electronic signature. A Serbian qualified electronic signature generally has to be collected in person. A director without one can authorise the company’s accountant or attorney to make electronic filings.
  • Signing in Serbia. A founder who prefers to sign in Serbia rather than before a notary abroad can do so during a visit. Russian citizens can enter Serbia without a visa for stays of up to 30 days.

Planning to open a company in Serbia?

Tell us whether the company will be owned by you personally or through a company, where you are based and how the business will be paid. We will confirm the structure, the documents needed from your side and a realistic timeline including bank onboarding, with a written fee quote.

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Banking for Russian-Owned Serbian Companies

Russian individuals and Russian-owned companies can open corporate bank accounts in Serbia. As Serbia has not imposed its own sanctions against Russia, Serbian banking remains an attractive option for Russian entrepreneurs seeking to establish and operate a business.

Our law firm assists Russian clients throughout the bank account opening process, from selecting a suitable Serbian bank to preparing the required documentation and coordinating directly with the bank.

Each application is assessed individually, based on the company’s ownership structure, business activities and expected transactions. With proper preparation and professional legal assistance, opening a corporate bank account in Serbia remains a practical and achievable option, subject to the bank’s approval.

For further information, see our comprehensive guide to opening a bank account in Serbia.

Sanctions, Payments and Compliance Considerations

Serbia offers a favourable legal environment for Russian entrepreneurs and investors. Serbian company law does not restrict company formation based on Russian nationality, and Serbia has not adopted its own restrictive measures against Russia. Russian individuals and businesses can therefore establish, own and operate Serbian companies, engage in international trade and access banking services, subject to applicable regulations.

While Serbia maintains its independent sanctions policy, certain international transactions may involve EU, UK or US regulations, particularly where foreign banks, counterparties or payment systems are involved. With appropriate legal structuring and advance planning, these requirements can be addressed efficiently.

AreaWhat it means in practice
Serbian banksRussian-owned companies are eligible to apply for corporate bank accounts in Serbia. Banks conduct standard KYC and AML checks, including sanctions screening and verification of beneficial ownership. Banks belonging to international groups may also apply EU, UK or US compliance requirements.
Correspondent banksSerbian companies can make and receive international payments in euros and other major currencies. Transactions involving EU or US correspondent banks must satisfy the applicable compliance requirements. Selecting suitable banking partners and payment routes in advance helps facilitate international transactions.
CounterpartiesSerbian companies can establish commercial relationships with European and international suppliers and customers. Certain transactions may require additional documentation or contractual provisions, including restrictions on the re-export of specified goods to Russia.
Goods and technologySerbia permits international trade in goods, technology and services, subject to applicable regulations. Certain dual-use products and controlled technologies require additional checks or export authorisations under Serbian law and, where applicable, EU, UK or US rules.
Founders and group companiesRussian nationality or ownership does not, by itself, prevent incorporation or business operations in Serbia. Where shareholders, directors or affiliated companies have connections to other jurisdictions, applicable sanctions and ownership-and-control requirements should be considered when structuring the business.
RussiaCommercial transactions and payments involving Russia may be conducted where permitted under the applicable legal and banking frameworks. Russian currency control regulations and individual banks’ requirements should be considered when arranging transfers of capital or ongoing business payments.

A Serbian company provides a legitimate and practical structure for Russian entrepreneurs seeking to establish an international business presence. The key is to ensure that its ownership structure, commercial activities and payment arrangements comply with the laws applicable to each transaction.

Check your banking and payment set-up before you incorporate

We review the ownership chain, the source of funds and the expected payment flows before the company is registered, and tell you where a bank is likely to raise questions and how to document the answers.

Discuss Your Banking Set-Up

Post-Registration Requirements

Registration creates the company; the obligations below make it compliant and able to operate. They are the same for every foreign-owned company, with one addition for founders who remain Russian tax residents.

RequirementWhat it involvesWhen
Beneficial ownership (UBO)Recording the individuals who ultimately own or control the company in the Central Records of Beneficial Owners kept by the APR, with the documents on which they were identifiedTogether with the incorporation application, or within 30 days of incorporation and of any change; verified once a year
Electronic signatureA qualified electronic signature for the director, or an authorisation for the accountant or attorney to file electronicallyBefore the first filings
Bank account and share capitalOpening the company’s account and paying in the subscribed capitalAccount once the bank completes its review; capital as the founding act provides (at most five years)
Accounting and e-invoicingBookkeeping by a licensed accountant and, where required, issuing and receiving invoices through the national e-invoicing system (SEF)From incorporation
Corporate income taxAn initial tax return, on which the monthly advance payments are basedWithin 15 days of registration
VATMandatory registration once turnover exceeds RSD 8 million in the previous 12 months; voluntary registration is possible earlierWhen the threshold is exceeded, or on application
Corporate complianceRegistering changes with the APR, adopting members’ decisions and filing the annual financial statementsChanges generally within 15 days; financial statements by 30 June
Reporting in RussiaFounders who remain Russian tax residents may have to notify the Russian tax authority of their participation in the Serbian company and of their accounts abroad. This is a matter of Russian law.As Russian law provides

Where the founder lives abroad, we can take over the Serbian corporate obligations on an ongoing basis; see Corporate Secretarial Services in Serbia.

Tax Considerations for Russian Founders

A Serbian company is a Serbian tax resident and pays corporate income tax at 15% on its worldwide profit, whatever the nationality of its owner. For a Russian founder, three further questions matter.

Dividends, interest and royalties. Profit distributed to the founder is subject to Serbian withholding tax. Under the double tax treaty between Serbia and Russia, the Serbian tax on dividends may not exceed 15%, or 5% where the recipient is a Russian company that holds at least 25% of the capital and has invested at least USD 100,000. Serbian tax on interest and royalties paid to a Russian resident is capped at 10%. The treaty rate applies only if the recipient proves its Russian tax residence in the prescribed form.

Where the founder is tax resident. A founder who moves to Serbia and spends more than 183 days here in a 12-month period, or whose centre of business and vital interests is here, becomes a Serbian tax resident and is taxed in Serbia on worldwide income. Russian tax residence is determined under Russian rules, and where a founder is resident in both countries under their domestic laws, the treaty decides.

Rules in Russia. A founder who remains a Russian tax resident may be subject to Russian rules on controlled foreign companies and on reporting participation in foreign companies. Under Russian rules, a foreign company that is in fact managed from Russia may also be treated as a Russian tax resident. These are matters of Russian law and should be reviewed with Russian tax advisers before the structure is set up.

Rates, incentives and deadlines are covered in our Serbia Tax Guide.

Residence and Work: Separate from Company Formation

Company formation does not grant residence. A Serbian company can be owned and managed from abroad, and registering it gives its founder and director no right to live or work in Serbia.

A Russian founder who will actually live and work in Serbia for the company applies separately for a single permit, which combines temporary residence with the right to work. The Ministry of Interior decides on the application on the basis of the applicant’s own documents and circumstances, so the company structure and the permit route should be planned together. The conditions and procedure are explained in our guide to Immigration to Serbia.

Russian Parent Company Establishing a Serbian Subsidiary

A Russian company can establish and wholly own a Serbian subsidiary on the same terms as any foreign parent. The general process, governance, funding and intra-group arrangements are covered in our guide to the Serbia subsidiary for foreign companies. The points specific to a Russian parent are:

  • Corporate approvals in Russia. A Russian company can establish a Serbian subsidiary, subject to any corporate approvals required under its charter and applicable Russian law. Where necessary, we assist in identifying and preparing the relevant shareholders’ or board resolutions for the Serbian company registration and banking process.

  • Documents. The incorporation process generally requires an EGRUL extract, the company’s charter, the relevant corporate resolution and a Power of Attorney issued by the general director, with Serbian translations where required. See documents required.

  • Funding from Russia. Russian companies can fund their Serbian subsidiaries through share capital contributions, shareholder loans and other legally permitted arrangements, subject to applicable banking and currency control requirements. Cryptocurrency and stablecoin transfers may also offer additional options for eligible clients, including crypto-to-fiat conversion through licensed Serbian digital asset service providers, subject to applicable legal restrictions and provider eligibility requirements. Our firm assists clients in structuring compliant funding arrangements and identifying suitable banking and payment solutions. Learn more in our guide to Crypto Banking in Serbia.

  • Ownership chain. Serbian banks verify the ownership structure up to the ultimate beneficial owners, including any holding companies in third countries. A clearly documented ownership chain facilitates KYC procedures and supports an efficient bank account opening process.

  • Intra-group transactions. Services, loans and licensing arrangements between a Russian parent company and its Serbian subsidiary are permitted, provided they comply with applicable transfer pricing and documentation requirements. The Serbia–Russia Double Taxation Treaty may also provide reduced withholding tax rates on dividends, interest and royalties, subject to the relevant treaty conditions. 

How Injac Attorneys Assists Russian Clients

We act for Russian founders and Russian-owned groups on the Serbian side of their structure, from the first structuring discussion to the company’s day-to-day corporate life. Depending on the mandate, our work includes:

  • Structuring: DOO or entrepreneur, direct ownership or ownership through a company, share capital and governance.
  • Documents: a document list for Russia or your country of residence, including whether an apostille is needed, with consistent spelling of names across every document.
  • Power of Attorney: drafted in Serbian and English, in the form the APR and Serbian banks accept.
  • Incorporation: the founding act, the appointment of the director and the APR filing, including the beneficial ownership record.
  • Banking: choosing the bank, preparing the KYC and source-of-funds file and handling the bank’s compliance questions.
  • Sanctions and payments: review of the structure and the expected payment flows under Serbian law, coordinated with sanctions counsel abroad where needed.
  • Subsidiaries of Russian companies: parent approvals, funding and intra-group agreements.
  • Tax coordination: Serbian tax set-up and filings together with the company’s accountant, coordinated with the founder’s Russian advisers.
  • Employment and immigration: employment contracts and single permits for founders and staff who will work in Serbia.
  • Ongoing corporate support: registration of changes, members’ decisions, annual compliance and the yearly beneficial ownership verification, through our corporate secretarial services.

Frequently Asked Questions

Can Russian citizens open a company in Serbia?

Yes. Russian nationals can establish a Serbian company on the same terms as other foreign founders, without a Serbian partner.

Yes. A Russian individual or a Russian company can be the sole member of a Serbian DOO.

Yes, without living in Serbia. A director based abroad needs arrangements for signing electronic filings and for the bank’s identification requirements.

In most cases, yes. A Serbian attorney files the incorporation electronically under your Power of Attorney. Bank onboarding and the electronic signature may require a visit.

An international passport and, if you will not sign in Serbia, a notarised Power of Attorney. The bank will also ask for proof of address and evidence of the source of funds. A Russian company as founder also provides its EGRUL extract and corporate approvals.

They always need a certified Serbian translation. An apostille is often not needed for documents issued in Russia, because of a bilateral treaty that exempts public documents from legalisation, but some banks ask for one. Documents issued in a third country follow that country’s rules.

Yes. Russian individuals and Russian-owned companies can open bank accounts in Serbia. Serbian banks assess applications individually, taking into account standard KYC and AML requirements, source of funds and expected business activities. With proper documentation and professional legal assistance, the account opening process can be managed efficiently, subject to the bank’s final approval.

No. A founder who will live and work in Serbia applies separately for a single permit.

A DOO in most cases. It limits liability, can be managed from abroad and is what banks and counterparties expect. An entrepreneur registration suits only an individual who lives and works in Serbia, and carries unlimited personal liability.

Yes. The Russia-specific points are the parent’s corporate approvals, its EGRUL documents, Russian currency control on funding, and screening of the whole ownership chain.

Serbia has not adopted its own sanctions against Russia, but Serbian banks, correspondent banks and counterparties apply EU, UK and US rules, and payments to and from Russia may be delayed or rejected.

Record the beneficial owners, arrange the electronic signature, open the bank account and pay in the capital, set up accounting and e-invoicing, file the initial tax return within 15 days and register for VAT where required. Founders who remain Russian tax residents may also have reporting obligations in Russia.

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Email:

inquiry@injac.rs

Tel:

+381 11 2458 945

Address:

Makenzijeva 17,

11000 Belgrade - Serbia

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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