Setting Up a Serbian DOO as a Foreign Founder: What is Important to know Upfront
04.11.2026.
A foreign founder can set up a limited liability company (DOO) in Serbia without coming to the country, without a local co-owner and with symbolic capital. Most of the problems arise outside the registration itself with the Serbian Business Registers Agency (APR): with the director’s qualified signature, the bank account and the beneficial owner.
The Serbian Companies Act makes no distinction between domestic and foreign founders and does not require a Serbian citizen as a member or as a director. That is why incorporation looks simple.
1. Steps from decision to registration
Incorporation of a DOO is carried out exclusively electronically. Since 2023, the APR rejects paper filings, and the founding act and the application are submitted signed with a qualified electronic certificate.
- Choice of form. A DOO is the most common choice when the founder wants limited liability. A foreign company can instead open a branch or a representative office, but then the foreign company is liable for the obligations.
- Founding act. For a single-member DOO this is a founding decision, and for a multi-member DOO a founding agreement. It contains the details of the founders, the company name, the activity, the registered seat, the share capital and the legal representative.
- Documents of the foreign founder. If the founder is a foreign legal entity, an extract from the register of its home country is needed; if a natural person, an identification document. Foreign documents must bear an apostille (or be legalized, if the country is not a party to the Hague Convention) and come with a translation certified by a permanent court interpreter.
- Power of attorney. The founder does not have to come in person: they can authorize a lawyer by a special power of attorney, notarized in the founder’s country and apostilled. The lawyer then signs the act with their own qualified certificate and files the application.
- Filing the application and paying the fee through the APR portal. Since 2026, the portal can be accessed only through an eID user account.
- APR decision in electronic form, which is both proof that the company exists and the basis for the next steps (bank account, beneficial owner register).
The registration procedure before the APR itself takes a maximum of 5 working days, but preparing the documents takes longer.
2. Six things nobody tells you upfront
Founder and director are not the same for residence purposes. A foreigner does not need a single permit for residence and work in order to found a DOO. But founding a company is not in itself a legal basis for residence, and a director who lives and works in Serbia for more than 90 days within a period of 180 days in most cases needs a temporary residence and work permit. If the founder plans to relocate, this should be arranged in parallel with incorporation, not afterwards.
The director’s contract. A director can enter into an employment relationship with the company or be engaged under a contract on the rights and obligations of the director, without employment. The choice affects the obligation to pay social contributions and the foreigner’s status, so it should be made upfront.
A bank account is not a formality. Without a business account the company cannot receive or make payments, which means it cannot operate unless it has an account with a bank in Serbia. Banks ask for documents on the ownership structure and a beneficial owner statement, so it is wise to request their list of documents before incorporation.
The beneficial owner is registered separately. The beneficial owner’s details can be entered already during the e-registration procedure, and if that is not done, the legal representative must register them within the statutory period after the company is registered (under the 2025 law, the period is 30 days). For a foreign structure with several ownership tiers, this means documents must be collected for the whole chain, not just for the first-tier founder. Since 2026, the company must also confirm this data every year.
Share capital is symbolic, but not zero. The minimum registered capital is 100 dinars and does not have to be paid in at registration; the founder can pay it in later, within five years of registration. In practice, capital of 100 dinars is enough for registration, but it rarely matches the company’s real needs, so a realistic amount should be considered.
The qualified electronic certificate. A qualified electronic certificate can only be obtained in person by the person who is the company’s representative. It is not possible to obtain a qualified signature through a power of attorney.
3. How long it takes and what it costs
Registration with the APR itself takes a few working days, while the length of the whole process depends on what the founder has to prepare abroad. APR fees change from time to time, so always check the current price list.
| Item | Amount or deadline | Note |
|---|---|---|
| APR fee for incorporation, e-filing | RSD 8,000 | Check the current price list |
| APR decision on the application | Up to 5 working days from a proper filing | In practice 3–5 working days |
| Apostille and certified translation | Depends on the country and the interpreter | The most common cause of delay |
| Share capital | At least RSD 100 | Payment can be deferred for up to 5 years |
| Qualified electronic certificate | Depends on the issuer | Needed to sign the application |
Costs that do not appear in the APR price list: lawyer’s fees, notarization of the power of attorney abroad, opening the bank account, and accounting services after incorporation.
4. The first 30 days after registration
Once the APR decision arrives, the job is not finished. This is the order to follow:
- Register the beneficial owner in the Central Register and keep the documents on the ownership structure.
- Open a business account; prepare in advance the documents the bank requires from a foreign founder.
- Pay in the share capital, if the founding act provides for payment at incorporation.
- Conclude the contract with the director (employment or a contract on the rights and obligations of the director).
- If the director or founder is coming to live and work in Serbia, start the procedure for the single permit.
- Check who in the company has an eID account and a qualified certificate for future APR filings.
- Set up a corporate calendar (financial statements, shareholders’ meeting, annual confirmation of the beneficial owner).
- Engage an accountant; address tax questions with a tax adviser.
Conclusion
Incorporating a DOO for a foreign founder is legally simple, but in practice it requires good preparation: documents ready for Serbia, a clear decision on who the director is and where they live, a plan for the bank account and a prepared beneficial owner filing. Once these four questions are settled before filing, registration with the APR becomes the easiest part of the job.
This text is for general information only and does not constitute legal advice. Regulations, fees and the practice of banks and authorities change, so in a specific case they should be checked before starting the procedure.
