eRegistration – Implementation of Electronic Establishment Procedure before SBRA

In line with the ongoing digitalization initiatives of the Administration of the Republic of Serbia, the implementation of Article 9, Paragraph 2 of the Law on the Registration Procedure before the Serbian Business Registers Agency (“Official Gazette of RS”, No. 99/2011, 83/2014, 31/2019, and 105/2021) commenced on May 17, 2023.

From May 17, 2023 onwards, the traditional paper-based method for establishing legal entities, such as Limited Liability Companies (LTDs), Joint Stock Companies, Limited Partnerships, and Partnerships (hereinafter referred to as “Companies”), before the Serbian Business Registers Agency (SBRA) will no longer be permissible. Instead, all applications for establishment must be exclusively submitted in electronic format through the dedicated internet application available on the SBRA website.

However, for other legal entities registered before the SBRA, such as cooperatives and cooperative unions, public companies, branches, and representative offices of foreign companies, the establishment process, as conducted thus far in paper form, remains permissible, with the option for the founder to choose between paper-based or electronic submission.

What does this implementation entail in practical terms?

Starting from May 17, 2023, it is no longer admissible to submit a paper-based registration application for the establishment of a Company directly to the SBRA.

All supporting documents pertaining to the establishment process must be provided in electronic format. This necessitates the creation of electronic versions of the same documents, duly signed with the electronic signature or seal of the respective issuer. For instance, the AoA should be electronically signed by the members (sole member/each member of the LTD, partners in the Partnership, etc.), while the bank’s confirmation of the payment of the founding contribution must bear the signature of an authorized bank representative. Similarly, document translations must be carried out by authorized translators, etc.

In cases where the applicant does not possess documents originally created in electronic format, it is permissible to digitize paper documents by converting them into electronic form. To ensure that such documents are not treated as ordinary copies, they must be certified with an electronic signature (or stamp) by one of the following entities (alternatively):

• The document issuer (e.g., the bank’s paper confirmation of the founder’s contribution payment should be certified by an authorized bank employee with their electronic signature, the tax administration’s certificate with its electronic seal by the relevant tax administration, etc.).
• A notary public, who is authorized by law to certify document transcripts, and can digitize and certify any document originally created in paper form.
• An Attorney at Law registered with the Serbian Bar Association, who is also authorized to digitize and certify documents without restrictions. It should be noted that when the digitization and certification are performed by an Attorney at Law, an additional requirement is that the Attorney at Law is also authorized by a valid Power of Attorney to sign and submit the registration for establishment.

Important information for foreign clients:

Foreign individuals are authorized to submit an electronic application for the establishment of the Company and sign the application and accompanying documents using their electronic certificate, provided that they possess a qualified electronic certificate issued by the certification authority of the Republic of Serbia. Foreign natural persons can obtain a qualified electronic certificate under the same conditions as Serbian citizens, although they must collect the certificate in person.

If the founder is a foreign company, the electronic excerpt for the founder cannot be utilized as proof of identity during the establishment procedure before the SBRA. Instead, the excerpt must be presented in its original “paper” form or as a certified copy, containing the required certification from the competent authority, if necessary, based on the founder’s country of origin (full legalization or apostille).

Foreign individuals registered before the SBRA can optionally register a personal number for foreigners in addition to the passport number or, if originating from an EU member state, they can optionally register a personal number for foreigners in addition to the foreign ID card number. It should be noted that the electronic certificate is linked to one of these data sets, and any changes to the registered data may affect the applicant’s ability to electronically sign specific requests.

We trust that this information will assist you in adapting to the new electronic establishment procedures implemented by the SBRA. For any further inquiries or clarifications, please do not hesitate to reach out to our dedicated support team.