Opening a company in Serbia (otvaranje firme): sole trader or DOO, step by step

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.

APR registration step by step: sole trader and DOO, online or at the counter

Sole trader: online or at the counter. A sole trader's founding application is filed with APR directly, on paper or electronically, or by post (Art. 9 para. 1 of the Law on the Registration Procedure at APR). Electronically it goes through the eRegistracija application on the APR portal; on paper it goes on form JRPPS (the unified registration application for founding and entry in the taxpayer records). The order is the same either way:

1. Choose the business name, which must contain your first and last name and the marker "preduzetnik" or "pr" (Art. 86 of the Companies Act), the registered office and the main activity code.
2. In the application, opt for flat-rate taxation or bookkeeping and, if you keep books, for paying personal earnings. VAT registration can be recorded here too.
3. Pay the RSD 2,500 fee and attach proof of payment, your ID card or passport and, where prescribed for the activity, the licence or consent of the competent authority.
4. The registrar decides within five working days of receipt (Art. 15); the decision is published on the APR website.
5. With the decision you open a business account, activate your ePorezi account and, unless you keep the books yourself, authorise an accountant.

DOO: online only. An application to found a company is filed with APR only electronically (Art. 9 para. 2 of the same law), so there is no longer a counter for founding a DOO:

1. Each founder and representative obtains a qualified electronic certificate or a cloud signature through the eID portal.
2. Check in the APR search whether the name is free; reserve it if needed (RSD 2,000 for a company).
3. Draw up the founding act: a founding decision for one founder or a founding agreement for several (contents under Art. 141 of the Companies Act), and sign it electronically. No notarial certification is needed for an electronically signed act.
4. In eRegistracija, enter the members and their shares, the share capital, the representative, the registered office and the activity, and upload the act and other attachments.
5. Pay the RSD 8,000 fee in the application and sign the application electronically.
6. After the decision, open the account and pay in the share capital within the period set in the act, and record the beneficial owner within 30 days of founding.

If APR rejects the application. Where not all conditions are met, the registrar rejects the application by decision and states what is missing. If you file a new, correct application within 30 days of publication of that decision, you pay half the fee; this right can be used once (Art. 17 paras. 2-4). If the registrar does not decide within five working days, the application is deemed approved (Art. 19). A registrar's decision can be appealed to the minister responsible for the economy, through APR, within 30 days of publication; the appeal does not suspend enforcement (Art. 25).

Opening a company while employed

The law does not stop an employee from registering as a sole trader or founding a DOO while employed by another employer. The only possible restriction is in your own employment contract: a non-compete clause (Art. 161 of the Labour Law) may cover work you must not do in your own name and for your own account without the employer's consent, so check what the contract says about competition and additional work before registering. Neither you nor APR notifies the employer of the registration.

The difference is in contributions. An employee is already insured through employment. The pension and disability (PIO) contribution is paid on every basis on which income is earned (Art. 12 para. 1 of the Law on Compulsory Social Insurance Contributions), so from the trade as well. Health insurance, by contrast, exists on one priority basis only, and employment ranks above self-employment (Art. 15 of the Health Insurance Law). In practice this means a flat-rate sole trader who is also employed pays, under the Tax Administration's decision, tax and the PIO contribution, but not the contributions paid by a sole trader for whom the trade is the only basis of insurance, so the monthly liability is lower. The Tax Administration takes the insurance data from the Central Register of Compulsory Social Insurance, so no separate declaration is required in the application.

With a DOO, a founder employed elsewhere can be the director of their own company without an employment relationship in it. Employment remains the priority basis for health insurance, and whether and how much the company pays in contributions depends on whether the director is paid for the work in the company. Settle that with an accountant before registering, because it sets the company's fixed monthly cost.

Opening a flat-rate (paušal) business

A "flat-rate company" is not a separate form in the register. It is a sole trader who requested flat-rate taxation in the founding application; flat-rate taxation is a tax regime approved by the Tax Administration. Registration is the same as for any sole trader; the difference is one field in the application and what follows:

1. Check that the activity is not excluded from flat-rate taxation and that the planned annual turnover will not exceed RSD 6 million. Anyone working mainly for one client should also check the independence test.
2. In the application (JRPPS or eRegistracija), tick the request for flat-rate taxation. The request is made at once, with the founding.
3. Check the indicative monthly amount in advance in the Tax Administration's flat-rate tax calculator, by activity code and municipality of the registered office.
4. The Tax Administration issues a decision on the flat-rate income; tax and contributions are paid monthly, in the amount and within the deadlines set in the decision, whether or not there was income that month.
5. Keep the turnover ledger (KPO) and issue invoices; watch that turnover stays under the limit, because exceeding it or entering VAT means switching to bookkeeping.

How the base is set, the tax and contribution rates and the reduction in the first years are explained on the page Flat-rate tax. What a flat-rate trader actually pays an accountant, if one is engaged at all, is on the page How much does an accountant cost.

Opening a company in Belgrade, Novi Sad or Niš

The Register of Business Entities and the Register of Sole Traders are single registers for the whole of Serbia, kept by APR. A company in Belgrade, Novi Sad, Niš or anywhere else is opened under the same law, on the same forms, within the same five working days and for the same fees; there are no city or municipal rules on founding. An electronic application is filed from anywhere. A sole trader's paper application can be handed in or posted to APR's seat in Belgrade (Brankova 25) or to an APR organisational unit in another city; the list of units and opening hours is on the APR website. The unit where you file changes neither the procedure nor the competence.

What genuinely depends on the city:

• Flat-rate tax. The starting base is calculated from the average salary in the city or municipality of the registered office, so the same programmer or hairdresser gets a different decision in Belgrade, Novi Sad and Niš (Arts. 4 and 5 of the flat-rate taxation Regulation).
• Local taxes and charges. The signage tax and other local charges are set by each city in its own decision; sole traders and small legal entities with annual revenue up to RSD 50 million do not pay the signage tax (Art. 15a of the Law on Local Government Financing), except in activities the law excludes, such as banking, insurance, oil and fuel trade, casinos and night bars; check the other local charges in the decision of the city of your registered office.
• The competent Tax Administration branch is determined by the registered office; it holds the flat-rate decision and all later filings.

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.

Costs beyond the APR fee: lawyer, accountant, stamp

APR fees are the same throughout Serbia and are given in the table above. Everything else is a matter of choice: a company stamp is not mandatory (Art. 25 para. 3 of the Companies Act), certification of signatures exists only for a paper founding act, and for a DOO an accountant is practically unavoidable from the first month. The full table with every item for a sole trader and a DOO is on the page How much does it cost to open a company. If a lawyer drafts the founding agreement for several founders, the fee is agreed freely or calculated under the Attorney Tariff for drafting a contract; the attorney fee calculator gives the amount for a specific act.

Sources

• Companies Act (Zakon o privrednim društvima), Arts. 18, 25, 46, 85, 86, 141 and 145
• Law on the Registration Procedure at the Serbian Business Registers Agency (Zakon o postupku registracije u Agenciji za privredne registre), Arts. 9, 15, 17, 19 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: organisational units and opening hours
• Labour Law (Zakon o radu), Art. 161
• Law on Compulsory Social Insurance Contributions (Zakon o doprinosima za obavezno socijalno osiguranje, Official Gazette RS Nos. 84/2004 ... 80/2026), Arts. 12 and 22 (paragraf.rs)
• Health Insurance Law (Zakon o zdravstvenom osiguranju, Official Gazette RS Nos. 25/2019, 92/2023 and 109/2025 - other law), Arts. 11 and 15 (paragraf.rs)
• APR: fees for companies and for sole traders