11 May 2023

The Digital Revolution in Serbian Business Entity Registration

The landscape of business registration in Serbia is changing, catalyzed by the advent of digital technologies.  As of May 17, 2023, Serbia is set to embrace a comprehensive digital transformation by mandating all business entity registrations to be conducted exclusively via the Business Registers Agency’s (APR) eRegistration application.  This move will render paper-based applications obsolete, bringing greater efficiency and practicality to the business registration process.

This transition applies across the board to all legal entities in Serbia, including Limited Liability Companies (DOO), General Partnerships (OD), Limited Partnerships (KD), and Joint-Stock Companies (AD).  This change not only streamlines administrative procedures but also positions Serbia in line with global digital trends.

An important rule of this shift requires all submitted documents during the registration process to be in electronic format.  This requirement encompasses documents created initially electronically by the founders or their representatives, such as the founding act, and documents issued by third parties or state bodies.  Moreover, any document issued by a third party or state body must bear an electronic seal or signature from an authorized individual of that entity.

For those embarking on the registration journey, specific preparatory steps are essential.  Firstly, acquiring a qualified electronic certificate or a digital signature issued by a Serbian certification body is imperative.  An installed card reader and the NEXU application for digital signing are also crucial, as is a Visa, MasterCard, or Dina card for online fee payment.

To streamline the registration process, the Business Registers Agency has developed an intuitive e-registration system to guide users through the application process in compliance with relevant regulations.  This system is engineered to reduce common errors that could lead to adverse outcomes by the registrar.  However, despite its sophistication, users are strongly advised to familiarize themselves with the registration conditions on APR’s official website to mitigate the risk of inadvertent errors that could lead to a rejected application.

Digitization is a viable alternative when certain documents required for registration are not initially in electronic form.  This process involves transmuting a paper document into an electronic format, thereby endowing the electronic copy with the same legal force as the original paper document.  However, the electronic copy must be certified (signed) electronically by either the issuer of the document, a person legally authorized to approve transcripts (a public notary), or a lawyer listed in the Bar Association of Serbia’s directory.  Bearing in mind that attorneys have special powers in the registration process, this will simplify the clients’ position and ensure that they do not experience any obstacles in this transition.

In this era of rapid digital transformation, the digitalization of the business registration process represents a significant leap forward.  Yet, this transition also presents unique challenges requiring expert legal guidance for effective navigation.  At Gecić Law, we are poised to assist our clients through this process, ensuring a smooth transition from traditional paper-based procedures to a novel digital platform.

Should you have any questions or concerns regarding the e-registration process, we welcome you to contact our Corporate / M&A practice head, Ognjen Colić.  We are committed to facilitating a seamless e-registration journey, ensuring your business is registered in compliance with the latest digital mandates.

As Serbia stands on the precipice of this digital leap, we at Gecić Law are prepared to guide businesses through this transformative process.  Our expertise and dedication to client service render us well-positioned to assist in this crucial transition, ensuring our clients are well-equipped to harness the full benefits of digitalization in their business operations.

A pdf version of the instructions guide (Serbian) can be found here.

Authors: Ognjen Colić and Nemanja Sladaković