Corporate Secretarial Services in Serbia

Injac Attorneys provides ongoing corporate and company secretarial services for foreign-owned companies in Serbia. We keep your company’s registrations, members’ decisions, beneficial ownership records and corporate documents accurate and up to date, so that the company remains compliant while its owners and directors are abroad.

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15 Days

To register most corporate changes with the APR.

6 Months

Deadline for the annual members’ meeting of a DOO.

30 June

Annual financial statements filed with the APR.

Annual

Verification of beneficial ownership data.

Key Takeaways

A Serbian company’s legal obligations do not end at registration. Every change of director, member, share capital, registered office, business name or representation rights must be registered with the Serbian Business Registers Agency (APR), generally within 15 days of the change, and until it is registered the company cannot rely on it against third parties acting in good faith. Members’ decisions must be adopted and documented in the form required by the Law on Companies and the company’s founding act, the annual financial statements must be adopted and filed by 30 June, and the company’s beneficial ownership record must be kept current and verified every year. Serbian law does not require a limited liability company (DOO) to appoint a company secretary: these obligations rest with the director and the members. For foreign-owned subsidiaries whose directors and shareholders are outside Serbia, the practical solution is to entrust them to a Serbian law firm that maintains the company’s corporate records, prepares and files every change and tracks the compliance calendar. Corporate secretarial work is distinct from accounting and tax compliance, which are handled by licensed accountants, and from corporate transactions such as acquisitions and reorganisations.

Contents

What Corporate Secretarial Services Cover in Serbia

Company formation is a single project with a clear end. Corporate secretarial work is the opposite: it is the continuous legal maintenance of a company that already exists. Its purpose is simple. At any given moment, the company’s entry in the public register, its internal records and the way it is actually owned and managed should tell the same story, and every decision that the law requires to be taken in a particular form should have been taken in that form.

For a foreign-owned Serbian company, an ongoing corporate secretarial mandate typically covers the following:

AreaWhat it involves
Corporate recordsMaintaining a complete and current set of the company’s constitutional documents, members’ decisions, minutes, powers of attorney and signatory authorisations, and reconciling them with the data entered in the APR register.
Registration of changesPreparing and filing registrations of changes of directors, members, share capital, registered office, business name, activity, procuration, representation restrictions and the registered e-mail address.
Corporate decisionsDrafting members’ and directors’ decisions, in bilingual English and Serbian form where the signatories are foreign: adoption of the annual financial statements, profit distribution, appointments and dismissals, approval of transactions and approval of transactions in which a director or member has a personal interest.
Beneficial ownershipKeeping the company’s record in the Central Records of Beneficial Owners accurate, documenting the ownership chain and carrying out the annual verification.
Compliance calendarTracking statutory deadlines and the expiry of documents the company depends on, such as the director’s qualified electronic signature, powers of attorney and register extracts of corporate members.
Banks and counterpartiesProviding register extracts, incumbency confirmations and corporate documents requested by banks, auditors, counterparties and the parent company, including files for periodic bank KYC reviews.
Contact with the registrarActing for the company before the APR and responding to its requests for supplementary documents.

Where the company is being established, the formation itself is covered in our guide to company formation in Serbia. This page concerns what follows once the company is registered.

Is a Company Secretary Required in Serbia?

No, not for a limited liability company. The Law on Companies does not require a DOO to appoint a company secretary, and in most Serbian DOOs no such position exists. The law provides for a company secretary in the context of joint stock companies, which are rarely used by foreign investors.

In a DOO, the obligations that a company secretary would perform in the United Kingdom, Cyprus, Singapore or Hong Kong are divided between two bodies:

  • The director represents the company, is responsible for keeping its records and for registering changes with the APR, and must ensure that the company complies with its statutory obligations.
  • The members, acting as the members’ meeting (skupština), take the decisions reserved to them by law and by the founding act, including the adoption of the annual financial statements, profit distribution and changes to capital.

International groups used to having a company secretary for each subsidiary therefore look for an equivalent function in Serbia. In practice, that function is performed by a Serbian law firm acting under the director’s authorisation. It is important to be precise about what outsourcing changes: it transfers the work, not the legal responsibility. The director remains accountable for the company’s compliance, which is exactly why the work should be done by someone qualified to do it.

Who Needs Outsourced Corporate Administration?

Our corporate secretarial clients are almost always companies whose decision-makers are not in Serbia:

  • Subsidiaries of foreign groups whose members’ decisions are taken by the parent’s board and whose directors are group executives based abroad.
  • Serbian companies of foreign founders who live outside Serbia and cannot deal with the APR, notaries and banks themselves.
  • Holding companies and special purpose vehicles with no local staff, where the corporate record is the company’s main asset.
  • Companies formed by another provider, where the original adviser is no longer involved, or where the owners are no longer confident that the records are complete.
  • Companies preparing for a transaction, such as a sale, an investment round or a group reorganisation, where gaps in the corporate record would surface during due diligence.

Need ongoing corporate support in Serbia?

Whether you need assistance with corporate changes, APR filings, UBO compliance, shareholder resolutions or day-to-day corporate administration, our team can provide ongoing legal support tailored to your Serbian entity.

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Annual Corporate Compliance Calendar

Most corporate obligations of a Serbian company recur every year or arise whenever something changes. For a DOO whose financial year is the calendar year, the key items are:

ObligationWhat it involvesWhen
Registration of changesFiling any change of registered data with the APR, on the basis of the relevant decision.Within 15 days of the change
Annual members’ meetingAdoption of the annual financial statements and, where applicable, the auditor’s report, and a decision on the distribution of profit or coverage of loss. A single-member DOO adopts these as written decisions of the member.Within six months of the end of the financial year
Annual financial statementsPrepared by the company’s accountant, adopted by the members and filed with the APR, together with the auditor’s report where the company is subject to statutory audit.By 30 June
Corporate income tax returnPrepared and filed by the accountant or tax adviser. The corporate decisions on which it relies must be in place.Within 180 days of the end of the tax year
Beneficial ownershipRecording any change in the Central Records of Beneficial Owners and verifying the recorded data every year.Within 30 days of a change; verification once a year
Share capitalPayment of subscribed capital within the period set in the founding act and registration of the payment.As the founding act provides, at most five years from registration
Qualified electronic signatureRenewal of the certificate used by the director or authorised person to sign electronic filings.Before expiry
Documents of foreign members and directorsKeeping register extracts, passports and powers of attorney current, since banks and the registrar refuse expired or outdated documents.Ongoing, in practice at least annually

Accounting and tax deadlines are shown here because they depend on corporate decisions, not because they form part of corporate secretarial work. See how this service relates to accounting and tax.

Registering Corporate Changes with the APR

The APR register is public, and the data entered in it is what banks, courts, tax authorities and counterparties rely on. A change that has been decided internally but not registered creates a gap between legal reality and the public record. The company generally cannot invoke unregistered data against third parties acting in good faith. A director who has been dismissed but is still registered, for example, may still appear to third parties as the company’s representative.

ChangeKey points
DirectorAppointment, dismissal or resignation, based on the decision of the competent body. A foreign director can be registered without any residence requirement. The company must not be left without a registered director.
Members and sharesTransfer of a share, entry of a new member or exit of a member. A share transfer agreement must be in writing with certified signatures, the other members’ pre-emption rights must be respected unless the founding act excludes them, and the transfer takes effect towards the company and third parties upon registration.
Share capitalIncrease or decrease of capital and registration of paid-in contributions. A decrease of capital is subject to a creditor protection procedure that includes publication.
Registered office and e-mail addressChange of the registered address in Serbia and of the e-mail address registered for official correspondence.
Business name and activityChange of name or of the predominant activity code, normally together with an amendment of the founding act.
RepresentationRegistration of procuration (prokura) and of restrictions on representation, such as a requirement for a co-signature.
Founding actAmendments to the decision on incorporation or the memorandum of association, filed together with a consolidated text.

How a change is registered

  1. Decision. We draft the members’ or director’s decision and any accompanying agreement, in bilingual form where the signatories are foreign.
  2. Signing. Foreign signatories sign in their own country. Where Serbian law requires certification of signatures, the documents are certified by a notary and apostilled or legalised.
  3. Supporting documents. Foreign documents are translated into Serbian by a certified court interpreter and converted into electronic form.
  4. Filing. We file the registration application electronically with the APR under a Power of Attorney, pay the fee and handle any request for supplementary documents.
  5. Follow-up. Once the change is registered, we update the beneficial ownership record where needed and deliver the updated register extract to the bank, the accountant and any counterparty that must be notified.

In most cases, no one has to travel to Serbia at any stage.

Members’ and Directors’ Decisions

Many compliance problems we see in foreign-owned companies are not unregistered changes but decisions that were never properly taken: profit paid without a distribution decision, a contract with the parent concluded without the required approval, financial statements filed without a formal adoption. Such defects are usually invisible until a bank, an auditor, the tax authority or a buyer asks for the underlying decision.

  • Single-member DOO. The sole member (in a subsidiary, the parent company) takes decisions in writing, signed by its authorised representative. No meeting is held, but the decision must still exist in writing and be kept with the company’s records.
  • Multi-member DOO. Members decide at a meeting or, unless the founding act provides otherwise, in writing without a meeting. Quorum and majorities follow the Law on Companies and the founding act, and minutes must be kept.
  • Matters reserved to the members. These include the annual financial statements, profit distribution, changes to capital, amendments to the founding act and, as a rule, the appointment and dismissal of directors and the acquisition or disposal of high-value assets.
  • Personal interest. A transaction between the company and a director, a member or a person related to them, including in many cases a transaction with another company in the same group, requires approval under the rules on personal interest. A transaction concluded without it may be challenged and exposes the persons involved to liability.

 

Where the member is a foreign company, a decision of the Serbian subsidiary is often also a matter for the parent’s own governance. We prepare the Serbian decision together with the wording the parent’s board needs, so that both sides of the group record the same decision.

Beneficial Ownership (UBO) Compliance

Every Serbian company must record in the Central Records of Beneficial Owners, kept by the APR, the natural persons who ultimately own or control it, and must keep the documents on the basis of which they were identified. This is not a one-time step at incorporation:

  • Any change in the ownership chain above the Serbian company, including a transaction at the level of the foreign parent or a group reorganisation abroad, may change the beneficial owners and must then be recorded.
  • The recorded data must be verified once a year, even where nothing has changed.
  • Serbian banks compare the UBO record with the ownership information in their own KYC files. A mismatch is one of the most common reasons why a bank restricts a foreign-owned company’s account or asks for a full KYC review.
  • Failure to record beneficial owners, or recording false data, is sanctioned, and in serious cases can give rise to criminal liability.

For groups with multi-layered structures, trusts or foundations, determining who the beneficial owner is can require a legal analysis in its own right. We document that analysis so the company can explain its record to the bank and the registrar.

Looking for a long-term corporate legal partner in Serbia?

We support foreign-owned companies and international groups with ongoing corporate governance, compliance and entity management in Serbia, on an ad hoc or retainer basis.

Discuss Ongoing Support

Share Transfers, Capital Changes and Profit Distribution

Share transfers

A share in a Serbian DOO is transferred by a written agreement with certified signatures. The other members have a statutory pre-emption right unless the founding act provides otherwise, and the founding act may impose further restrictions. The transfer becomes effective towards the company and third parties when it is registered with the APR, so the registration is not a formality. The tax consequences of the transfer for the seller, particularly a non-resident seller, should be assessed before signing.

Capital increases and decreases

Capital increases, whether by new contributions, conversion of shareholder loans or capitalisation of reserves, require a members’ decision and registration. Capital decreases are subject to a creditor protection procedure and take longer. Capital injections by a foreign parent should also be aligned with the company’s bank, which will ask about the source of funds.

Profit distribution and dividends

Profit may be distributed only on the basis of adopted financial statements and a members’ decision, and only where the company’s net assets remain sufficient after the payment. A dividend paid to a foreign member is subject to Serbian withholding tax, which a double tax treaty may reduce if the member proves its tax residence in the prescribed form. The corporate decision, the withholding and the bank payment must match. See our Serbia Tax Guide for the tax side.

What Happens When Corporate Compliance Is Neglected?

Foreign-owned companies rarely neglect compliance deliberately. More often, the adviser who formed the company is no longer involved, the director is abroad and the obligations are not visible until something goes wrong. The consequences are practical rather than theoretical:

  • Unreliable representation. Unregistered changes cannot generally be invoked against good-faith third parties, so the public register, not the internal decision, is what counts.
  • Fines. Failure to register changes and to meet corporate and UBO obligations is sanctioned as an economic offence or misdemeanour, with fines for the company and the responsible person.
  • Banking problems. Outdated register or UBO data, expired documents or unexplained ownership changes can lead a bank to restrict the account until the file is updated.
  • Forced liquidation. A company that fails to file its annual financial statements for two consecutive years, or is left without a registered director, can be subjected to forced liquidation and deleted from the register.
  • Transaction risk. Missing approvals and undocumented decisions surface in due diligence and can delay a sale or investment, reduce the price or require indemnities.

Almost all of these defects can be remedied, usually through late registrations and ratifying decisions. It is considerably easier to do so before a bank, a buyer or the registrar raises them.

Taking Over an Existing Company: The Corporate Health Check

Most of our corporate secretarial mandates concern companies we did not form. Every such mandate starts with a review of the company’s current position:

  1. Collection. We obtain the current APR extract and the registration history, the founding act and its amendments, available decisions and minutes, the UBO record and the bank’s signatory data.
  2. Reconciliation. We compare the public record with the company’s actual ownership, management and representation, and with the decisions that should exist.
  3. Gap report. You receive a written list of discrepancies and missing documents, ranked by risk, with the steps needed to remedy each.
  4. Remediation. We prepare the ratifying decisions and file the late registrations and UBO updates.
  5. Ongoing maintenance. From that point, the company has a single up-to-date corporate record and a compliance calendar that we track.

A health check is also a sensible first step before a sale of the company, an investment round, a change of bank or an internal group reorganisation.

How Corporate Administration Relates to Accounting, Tax and Transactions

Clients often ask where corporate secretarial work ends and other services begin. The distinction matters, because each is regulated differently:

  • Accounting. Bookkeeping, payroll, financial statements and tax returns are prepared by licensed accountants. We do not provide accounting services, but we coordinate with the company’s accountant so that corporate decisions and filings are consistent.
  • Tax advice. Withholding tax, transfer pricing and treaty questions arising from corporate decisions are addressed in our Serbia Tax Guide and in specific advice.
  • Corporate transactions. Acquisitions, joint ventures, mergers, demergers and changes of legal form are transactional work, handled by our corporate and M&A practice. Corporate secretarial work covers their registration and the maintenance of the record afterwards.
  • Formation. Establishing a new company, subsidiary or branch is covered in our guides to company formation in Serbia and to Serbian subsidiaries of foreign companies.

How Injac Attorneys Assists

We act as the Serbian corporate secretariat of foreign-owned companies, on an ongoing basis or for specific matters. Depending on the mandate, our work includes:

  • Corporate health check: review of the company’s register data, records and UBO position, with a written gap report.
  • Corporate records: maintaining the company’s complete, current set of constitutional documents, decisions and authorisations.
  • Registration of changes: directors, members, share transfers, capital, registered office, name, activity and representation.
  • Members’ and directors’ decisions: drafted in bilingual English and Serbian form, ready for signature by foreign signatories.
  • Annual compliance: the annual members’ decisions on the financial statements and profit, coordinated with the accountant’s filings.
  • Beneficial ownership: recording changes, annual verification and documentation of the ownership chain.
  • Compliance calendar: tracking statutory deadlines and document expiry dates, with reminders to the director and the parent company.
  • Banks and counterparties: register extracts, incumbency confirmations and KYC review files.
  • Group coordination: intra-group agreements, signatory records and reporting to the parent’s legal and entity management teams.
  • Remediation: ratifying decisions and late registrations where earlier obligations were missed.

Ongoing mandates are based on a defined annual scope agreed in writing, with one-off matters, such as a share transfer or capital increase, quoted in advance.

Frequently Asked Questions

What are corporate secretarial services in Serbia?

They are the ongoing legal maintenance of a Serbian company: keeping its corporate records, preparing members’ and directors’ decisions, registering changes with the APR and keeping its beneficial ownership record current. See what the services cover.

A limited liability company (DOO) does not. The obligations a company secretary would perform elsewhere fall on the director and the members, and foreign-owned companies usually entrust them to a Serbian law firm.

The director, together with the members for the decisions reserved to them. Outsourcing the work to a law firm does not transfer that responsibility.

Changes of registered data should generally be filed with the APR within 15 days of the change. Until the change is registered, the company generally cannot rely on it against third parties acting in good faith.

In most cases, yes. Decisions are signed abroad, certified and apostilled where required, and we file the registration electronically under a Power of Attorney.

By a written agreement with certified signatures, respecting the other members’ pre-emption rights. The transfer takes effect towards the company and third parties upon registration with the APR.

A DOO must adopt its annual financial statements and decide on the distribution of profit within six months of the end of the financial year. A single-member DOO does this through written decisions of the member, without a meeting.

With the APR by 30 June for companies whose financial year is the calendar year. They are prepared by the company’s accountant and must first be adopted by the members.

Within 30 days of any change, and the data must be verified once a year even when nothing has changed.

Yes. Most of our mandates concern companies we did not form. We start with a corporate health check and remedy any gaps before taking over ongoing maintenance.

No. Accounting is provided by licensed accountants. We work alongside the company’s accountant so that corporate decisions and accounting filings are consistent.

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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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