by NM

Uncategorized11. May 2021.0 comments

FIRM ESTABLISHMENT

Introduction to the firm establishment

The procedure for establishing a limited liability company (firm establishment, hereinafter: a company) is prescribed by the Law on Companies (“Official Gazette of the RS”, No. 36/2011, 99/2011, 83/2014 – other law , 5/2015, 44/2018, 95/2018 and 91/2019) and the Law on Registration Procedure in the Business Registers Agency (“Official Gazette of RS”, No. 99/2011, 83/2014 and 31/2019).

A limited liability company is a company in which one or more members of the company have shares in the share capital of the company, provided that the members of the company are not liable for the obligations of the company except in cases provided for in Article 18 of this Law. (Article 139 of the Companies Act). Members of a limited liability company regulate their mutual relations in the company, as well as relations with the company, freely, unless otherwise regulated by this Law (Article 140 of the Companies Act – Principle of Freedom of Contracting).

First step

The procedure of firm establishment begins with drawing up a founding act – a decision on founding a company (if the company is founded by one person – one-member Ltd.) or a contract on founding a company (if the company is founded by two or more persons – multi-member Ltd.).

Memorandum of Association

The founding act of a limited liability company (firm) must be certified by a notary public (verification of the signature of the founder – members). The memorandum of association must contain: data on the members of the company from Article 9a of the Law on Companies, as well as data on the residence of the member, business name and registered office of the company, predominant activity of the company, total amount of share capital, amount of cash contribution, ie monetary value and description non-monetary contribution of each member of the company, time of payment, ie entry of contributions into the share capital of the company, share of each member of the company in the total share capital expressed as a percentage, determination of the company’s bodies and their competencies.

Other steps

After the verification of the founding act of the limited liability company (firm), the registration application for the establishment of the company is made. The registration application must contain all the information contained in the founding act of the company. The registration application is signed by the member – the founder of the company.

When submitting the registration application to the Business Registers Agency, the founding act with certified signatures of the founding members, a photocopy of the founder’s ID card / passport and proof of payment of the fee in the amount of 4,900.00 dinars for founding the company and 1,000.00 dinars for publishing are attached. and registration of the founding act of the company.

The procedure of registration of the establishment of a limited liability company is conducted in accordance with the provisions of the Law on the Procedure of Registration in the Business Registers Agency (“Official Gazette of RS”, No. 99/2011, 83/2014 and 31/2019).

SBRA decision

The Serbian Business Registers Agency decides on the submitted registration application within 3-5 working days from the day of submitting the application. It is possible to file an appeal against the decision of the Business Registers Agency to the Ministry of Economy within 15 days from the day of publishing the decision on the website of the Business Registers Agency.

After the decision on the establishment of the company is made, along with the decision, the Agency for Business Registers issues a photocopy of the certificate on the assignment of TIN to the newly established company.

Obligation of the founder in the firm establishment

The founders – members of the company have the obligation to make the seal of the company, concluding a lease agreement with the owner of the real estate at which the registered office is registered, verification of the OP form, concluding a contract on opening and maintaining dinar and foreign currency current account corporate income tax returns to the competent unit of the tax administration, all within 15 days from the date of registration of the establishment of the company.

Since its establishment, the Law Office ˝NM Law˝ has included in its portfolio of services the service of founding a company (founding a limited liability company) and in addition to that service, it provides all other legal services necessary after registration, but also in general economic entities.