Opening a company in Serbia (otvaranje firme): sole trader or DOO, step by step
Opening a company in Serbia in 2026: sole trader or DOO, APR e-registration, founding act, minimum capital, bank account, beneficial owner and first tax steps.
Opening a company in Serbia: what you actually register
Opening a company in Serbia (otvaranje firme) is an administrative procedure before the Serbian Business Registers Agency (APR). No court is involved. In everyday speech "firma" covers two different things: a sole trader (preduzetnik) and a company, most often a limited liability company (DOO). Both forms are governed by the Companies Act (Zakon o privrednim društvima, "Sl. glasnik RS", nos. 36/2011, 99/2011, 83/2014 - other law, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021), and the procedure itself by the Law on the Registration Procedure at the Business Registers Agency.
Registration is unified. One application gives you a company number and a tax ID (PIB), and the data are passed to the Tax Administration and the insurance funds. That is why founding itself is quick and cheap. The decisions you make in the application and the founding act have far longer consequences than the registration.
Sole trader or DOO: the key differences
The question of sole trader or DOO ("preduzetnik ili DOO") comes down to four topics.
Liability. A sole trader is liable for all business obligations with all of their assets, including personal assets (Art. 85 of the Companies Act). A DOO member is not liable for the company's obligations, except up to the unpaid contribution and in exceptional cases of abuse (Art. 18).
Taxes. A sole trader can be flat-rate (paušalac) or keep books. A flat-rate trader pays a monthly tax and contributions set in advance by a Tax Administration decision and keeps only a turnover ledger (KPO). A DOO pays corporate income tax at 15%, and when the owner pays profit out, dividend tax at 15% as well.
Money. A flat-rate sole trader disposes freely of the money in the account. A DOO owner takes money out as salary, dividend or on another legal basis. The company's money is not the owner's money.
Administration. A DOO keeps double-entry books, files financial statements with APR and records its beneficial owner. That means a permanent accountant.
Flat-rate tax or bookkeeping
Flat-rate taxation is available to a sole trader whose turnover does not exceed RSD 6 million a year and whose activity is not excluded (for example wholesale and retail trade, hospitality, finance, real-estate dealing). The request is made in the founding application itself. The Tax Administration sets the monthly liability by decision, according to activity, municipality and other criteria, and newly founded traders have a reduction in the first years: in the year of registration the base is multiplied by a coefficient of 0.5, and then, depending on the months since registration, by 0.8, 0.85 and 0.9 (Art. 5 of the flat-rate taxation Regulation).
Flat-rate traders who work mainly for one client should pay attention to the independence test (test samostalnosti) in the Personal Income Tax Law. If five of the nine criteria are met in relation to the same client, the income is taxed less favourably.
Whatever the form, the duty to enter the VAT system arises when turnover in the previous 12 months exceeds RSD 8 million. Entering VAT rules out flat-rate taxation.
E-registration, the founding act and capital
The application to found a DOO is filed through the eRegistracija application on the APR portal. The founding act is drawn up in the application or uploaded, and all founders sign it with a qualified electronic signature. The advantage is that no notarial certification of signatures is needed. APR offers sample acts for single-member and multi-member companies on its website.
A standard act is enough for one founder. With two or more founders it is worth regulating in advance how decisions are made, what happens when a member wants to leave, who has a pre-emption right over shares and how a deadlock is resolved. These matters are hard to agree later.
The minimum share capital is RSD 100. Low capital is lawful, but banks and business partners see it in the register. Share capital can be increased later.
After registration: bank, beneficial owner and first filings
With the APR decision you open a bank account. Under anti-money-laundering rules the bank establishes the identity of the representative and the beneficial owner. The DOO then records its beneficial owner in the Central Records under the Law on the Central Records of Beneficial Owners (Zakon o Centralnoj evidenciji stvarnih vlasnika, "Sl. glasnik RS", nos. 19/2025, 51/2025 and 60/2025). The beneficial owner is a natural person who directly or indirectly holds 25% or more of the shares or otherwise controls the company.
The tax steps follow: activating the ePorezi account and authorising the accountant, the tax return for advance tax payments, registering the sole-trader founder or the director for compulsory insurance, registration on the e-invoicing system and, if you sell to consumers, a fiscal device or application. A sole trader who keeps books also chooses whether to pay personal earnings.
The time limits for these filings are short and fines are prescribed for missing them, so it is sensible to choose an accountant before, not after, registration.
Sources
- Companies Act (Zakon o privrednim društvima), Arts. 18, 25, 46, 85 and 145
- Law on the Registration Procedure at the Serbian Business Registers Agency (Zakon o postupku registracije u Agenciji za privredne registre), Arts. 15 and 25
- Law on the Central Records of Beneficial Owners (Zakon o Centralnoj evidenciji stvarnih vlasnika, Official Gazette RS Nos. 19/2025, 51/2025 and 60/2025), Art. 8
- Corporate Income Tax Law (Zakon o porezu na dobit pravnih lica), Art. 64
- Personal Income Tax Law (Zakon o porezu na dohodak građana), Arts. 40 and 41
- Regulation on flat-rate taxation of self-employment income (Uredba o bližim uslovima, kriterijumima i elementima za paušalno oporezivanje, Official Gazette RS Nos. 94/2019 ... 115/2025), Art. 5 (paragraf.rs)
- APR: e-registration of company founding (mandatory since 17 May 2023)
- APR: fees for companies and for sole traders
What to do
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1
Choosing the form: sole trader (preduzetnik) or DOO
Deadline: Before filing the application
A sole trader is a natural person who is liable for business obligations with all of their assets. A DOO (limited liability company) is a legal person, and a member as a rule risks only the contribution. The form determines taxes, bookkeeping and how money is taken out of the business.
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2
Name, registered office and main activity code
Deadline: Before filing the application
Check in the APR search whether the name is free. A name can also be reserved for a fee. For some activities a licence or consent from the competent authority is needed before starting work.
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3
Qualified electronic certificate or cloud signature
Deadline: Before e-registration
Since 17 May 2023 the application to found a DOO can be filed only electronically, so all founders sign the founding act with a qualified electronic signature. A paper application is still possible for a sole trader.
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4
Founding act (DOO only)
Deadline: Before filing the application
A single-member company adopts a founding decision, a multi-member company a founding agreement. The act contains details of the members, business name, registered office, main activity, share capital, contributions and shares, and company bodies. For paper filing the signatures are certified by a notary public; an electronically signed act is not certified.
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5
Registration application to APR
Deadline: APR decides within five working days of receiving the application (Art. 15 of the Law on the Registration Procedure at APR)
The application is unified: registration also assigns the company number and tax ID (PIB) and files the tax registration. A sole trader chooses, in the same application, flat-rate taxation or bookkeeping and how personal earnings are paid. VAT registration can also be recorded at once.
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6
Opening a bank account and paying in the share capital
Deadline: After registration; the contribution is paid within the period in the founding act, at most five years from registration (Art. 46 para. 2 of the Companies Act)
The bank asks for the APR decision, the founding act, identification of the representative and beneficial owner details. The minimum share capital of a DOO is RSD 100.
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7
Recording the beneficial owner
Deadline: Within 30 days of founding (Art. 8 para. 4 of the Law on the Central Records of Beneficial Owners)
The duty applies to a DOO, not to a sole trader. Recording is done electronically in the Central Records kept by APR, uploading documents that show ownership. Fines are prescribed for failure to comply.
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8
First tax steps
Deadline: Immediately after registration; the tax return for advance payments within 15 days of entry in the register (for a DOO, Art. 64 of the Corporate Income Tax Law)
Access to the ePorezi portal and authorisation for the accountant, registration on the e-invoicing system (SEF) if you deal with the public sector or other businesses, registering the founder or director for compulsory insurance, fiscalisation if you sell to consumers.
Required documents
- ID card or passport of founders and the representative (passport for foreigners)
- Qualified electronic certificate or cloud signature for each signatory
- Founding act: founding decision or founding agreement (DOO)
- Registration application (completed in the eRegistracija application, or on form JRPPS for a sole trader's paper application)
- Proof of payment of the APR fee
- Licence or consent of the competent authority, where prescribed for the activity
- APR does not ask for proof of the right to use the registered-office premises, but a bank or inspectorate may
Jurisdiction
Registration is carried out by the Serbian Business Registers Agency (APR): the Register of Business Entities for a DOO and the Register of Sole Traders. The procedure is administrative, not judicial. A registrar's decision rejecting the application can be appealed to the minister responsible for the economy, through APR, within 30 days of publication of the decision (Art. 25 of the Law on the Registration Procedure at APR). Tax matters after founding are handled by the Tax Administration for the place of the registered office.
What it costs
| Item | Amount | Basis |
|---|---|---|
| Registration of the founding of a DOO | RSD 8,000 | Decision on fees for registration and other services provided by APR ('Sl. glasnik RS', no. 95/2025), applied from 1 January 2026. |
| Registration and publication of the DOO founding act | Included in the RSD 8,000 founding fee; a separate RSD 4,000 fee applies only when the act is registered on its own | APR Decision on fees ('Sl. glasnik RS', no. 95/2025), Art. 2 |
| Registration of the founding of a sole trader | RSD 2,500, for both a paper and an electronic application | APR Decision on fees ('Sl. glasnik RS', no. 95/2025) |
| DOO share capital | At least RSD 100 | Art. 145 of the Companies Act (Zakon o privrednim društvima) |
| Qualified electronic certificate | The certificate on the ID card (Ministry of Interior) and the cloud signature through the eID portal are free; commercial certificates are charged | Law on Electronic Document, Electronic Identification and Trust Services |
FAQ
Sole trader or DOO: which pays off?
It depends on revenue, risk and the number of owners. A flat-rate sole trader has the least administration and a monthly tax known in advance, but is liable with personal assets and limited to turnover of RSD 6 million a year. A DOO protects personal assets and suits several founders and larger businesses, but requires double-entry bookkeeping and pays 15% corporate income tax plus dividend tax when profit is paid out.
How long does it take to open a company in Serbia?
APR decides on a correct application within five working days, and in practice often sooner. With preparing the founding act, obtaining an electronic signature and opening a bank account, one to two weeks is realistic.
Can a foreigner open a company in Serbia?
Yes. A foreign natural or legal person can be a founder and director of a DOO. E-registration requires a qualified electronic signature recognised in Serbia, so foreigners often found the company through an attorney-in-fact. A foreigner's residence and work in Serbia are a separate matter (the single permit).
Do I have to pay in the share capital straight away?
No. The minimum share capital of a DOO is RSD 100, and a cash contribution is paid within the period set in the founding act. Subscribed but unpaid capital remains the member's obligation to the company.
Does the director of a DOO have to be employed by the company?
A director may be employed or may perform the role under a director's contract without employment. In both cases there must be a basis of insurance and registration for compulsory social insurance, unless the director is already insured on another basis.
Do I need a lawyer to open a company?
The law does not require one. Many people register a single-member DOO with a standard founding act, or a sole trader, themselves or with an accountant's help. Legal help makes sense where there are several founders, because the founding agreement and members' agreement regulate decision-making, a member's exit and the transfer of shares.