Registration procedure in the register

General instructions :

The registration process in the Register begins with the submission of a registration application with the prescribed documentation and proof of payment of the prescribed fees directly at the APR headquarters in Belgrade or in one of the organizational units or by mail. When the application is submitted by mail, the date and time of receipt of the application at the Agency are taken as the date and time of application submission.

The registration application for establishment is submitted by the founder or a person authorized by the founder, in which case it is necessary to attach a power of attorney.

How to enter the address of the seat and the address for receiving mail

Before notarizing the articles of incorporation, check the information about the address of the registered office in Address register of the Republic Geodetic Institute or on National infrastructure of geospatial data, and first of all, whether the name of the street where the object where the headquarters will be located exists in the territory of a certain inhabited place, since the registrar is obliged to use data on addresses from the Register of Spatial Units and the Address Register maintained by the Republic Geodetic Institute.

If in the Address Register there is no specific name of the street in the territory of a certain inhabited place in the manner specified in the application and the founding deed, the registrar will make a decision to reject the registration application.

Business name and name reservation

The Law on Business Companies stipulates that a business company operates and participates in legal transactions under a business name that is registered in accordance with the law.

The rules by which the Law regulates the name and business name are very important, since a business name that does not meet the requirements prescribed by law cannot be registered and is often a reason for the rejection of the application for registration, especially when establishing, so we recommend that you carefully study the following instructions before certifying the founder’s act and submission of registration application:

• A business name must contain the name, legal form and place of the company’s headquarters, and it may also contain a description of the business, as well as other elements if prescribed by law. Thus, the mark “in liquidation” is added to the business name of a company in the liquidation procedure, and the mark “in bankruptcy” is added to the business name of a subject in bankruptcy, and the mark “in forced liquidation” is added to the business name of a company in the process of compulsory liquidation “.

• The business name cannot be such that it offends morals, causes confusion regarding the legal form of the company and causes confusion regarding the predominant activity of the company. This means that the business name cannot contain derogatory or similar words, that the designation of the legal form in the business name must correspond to the actual legal form of the entity (that is, it must not refer to some other legal form) and that any description of the subject of business must be in accordance with a registered predominant activity. For example, a company whose main activity is trade cannot use the description “for services and consulting” in its business name, because such a description would create a misconception regarding the company’s main activity.

• The business name is in the Serbian language, in Cyrillic or Latin script. In doing so, it is important to take into account that if one letter is chosen in the founding deed or decision, the business name must be entered in the registration application with the same letter. Otherwise, there will be a discrepancy between the registration application and the attached documentation, which is a reason for rejecting the request. The same rule applies to the choice of lowercase or uppercase letters in the business name – they must be specified identically both in the registration application and in the attached documentation.

• The business name of the company and translations of the business name may contain the word “Serbia”, a word that represents the name of a territorial unit or autonomous province of the Republic of Serbia, as well as derivatives of these words, including all forms associated with those words, as well as an internationally recognized three-letter mark of the Republic of Serbia “SRB”, with the prior consent of the competent authority. Also, they can contain the name of a foreign country or international organization and their adjective forms with the consent of the competent authority of that country or international organization. Exceptionally, consent is not required if the business name of the founder of that company contains the name of that country, domestic territorial unit and autonomous province or international organization (you can read more about this exception in the opinion of the Ministry of Economy ). Everything said also applies to branches of domestic companies, to representative offices and branches of foreign companies.

• The business name of the company may contain the personal name of a natural person with his consent, that is, the consent of his legal heirs if that person has died.

• In business, the company can use a translation of the business name or a translation of an abbreviated business name in the language of a national minority or a foreign language (whereas the name is not translated). If the company wants to use a translation of a business name or an abbreviated business name in its operations, it needs to register those translations as well.

• The name of the company can be in a foreign language, it can contain some foreign words or characters, in the English Latin alphabet, as well as Arabic or Roman numerals. It is important to note that this option applies only to the name, but not to the entire business name of the subject of registration.

• The name of the company must not be identical to the name of another company and must be different from the name of another legal entity so that it does not cause confusion about the identity with another company. This rule is particularly important, since the provision of Article 14. article 1. Point 8) of the Law on the Registration Procedure in the Agency for Business Registers prescribes that the registrar checks whether at the moment of registration another legal entity or entrepreneur has already been registered in the registry that acts on the application under the same name, or whether an application for registration under the same name has already been submitted. or has already been reserved in accordance with this law, that is, whether the name has been determined in accordance with the law. If there is a name that is identical or similar to the requested name, the application will be rejected.

• Finally, in addition to the business name, the company can also use an abbreviated business name, under the same conditions under which it uses the business name, and it must contain the name and legal form of the company. Therefore, the name and legal form are mandatory elements of the abbreviated business name, and in addition to them, it may contain some other elements (but it does not have to). An abbreviated business name can contain acronyms of words from the name and description of the subject of business (if the name or description of the subject of business from the business name consists of several words), but such acronyms must not be the same as the name of another company or cause confusion about identity with another company .

For the above reasons, we recommend that those submitting registration applications for the establishment of business companies or applications for changing the name of existing companies, perform a search of already registered names, in order to avoid unwanted rejection of the registration request.

In doing so, we suggest that you adhere to the following instructions:

• the name of the company must have a minimum of 3 characters, not counting the allowed characters (. – &) and numbers; the maximum number of characters is 100, counting the allowed characters and spaces,

• if the desired name consists of only one word, we recommend that you perform the search for both the whole and part of the name, and if this search method does not return any results, it means that the name is free. If, however, the desired name is taken, keep in mind that adding the initials of the founder, just two letters or numbers, even with a hyphen or a space, will not be enough for such a name to be registered. For example, if there is a business entity with the name BETACOM DOO, it will not be possible to register the name BETA-OM, BETA OM, BETA COM, BETA-COM, BETACOM MD, BETAKOM 77, BETAKOM or BETA KOM,

• take care that some words are spelled differently, but pronounced the same, that is, they are written in the same way in Serbian and in a foreign language (e.g. MANAGEMENT and MANAGEMENT), so it is always necessary to check whether the use of a different letter or arrangement letters gets the same result, because if it is only written differently and pronounced the same, it can cause confusion about the business entity (e.g. KOFI and COFFEE and COFEE),

• it is necessary to bear in mind that the parts of the name consisting of words that refer to the activity of the business entity, such as: “komerc”, “trade”, “group”, “company”, “edgeport”, “import”, “engineering”, “engineering” and the like cannot be used as that part of the name that makes a difference in relation to the already existing name. Therefore, if there is already a business entity registered as e.g. “BONUS” DOO, adding some of the above or similar words referring to the activity, will not be enough for such a request to be approved. In such a case, it is best to add another word and repeat the search,

• also, if the company is called e.g. BONUS TRANS DOO, it will not be possible to register the name BONUS TRANSPORT DOO. This also applies to the words INVEST and INVESTMENT, as well as to PROM and PROMET,

• if the desired name consists of more than one word, never type in the search field all the words that make up the name. In such situations, we recommend that you take the part of the name that is specific in some way and type that part into the search field, so if this search method does not return any results, such a name is free.

Video instructions for registering a business name – here .

If you want to be sure that the exact name you want to register will be free, you can use the right to reserve the name, which is prescribed by Article 39. and 40 of the Law on the Registration Procedure at the Agency for Business Registers, which stipulates that name reservation is initiated by submitting an application to the competent registry with proof of payment of the name reservation fee.

If the conditions for name reservation are met, the registrar issues a certificate of name reservation within five days from the date of submission of the application and enters the reserved name into the database of reserved names. The confirmation contains the registry number, the number under which the application was filed, the date and time of the application, the name to be reserved, information about the applicant and information about the amount of the fee. The name is reserved in favor of the applicant for a period of 60 days from the date of publication, which can be renewed for a subsequent period of 60 days, before the expiration of the period for which it was reserved, upon re-payment of the fee. The name reservation is valid until the end of the term for which the name is reserved, it can be transferred to another legal or natural person, in which case the registrar delivers a certificate of transfer of the reserved name to the person in whose favor the name is reserved.

Video instruction for name reservation – here .

Predominant activity

Law on Business Companies, Article 4. article 1. prescribes that the company has a predominant activity, and it can also perform all other activities that are not prohibited by law, regardless of whether they are determined by the founding act, i.e. the statute, and in Article 4. paragraph 2. that a special law may require the registration or performance of a certain activity by issuing a prior approval, consent or other act of the competent authority. The decision to change the predominant activity is made by the assembly.

Taking into account the aforementioned provision of the Law on Business Companies, business entities apply for entry in the Register maintained by the Agency for Business Registers only one, predominant activity, while for all other activities it is understood by the Law itself that the business entity can perform them, with obtaining prior approval, consent or other act of the competent authority if it is prescribed by a special law.

On the other hand, if a business entity wants to enter in the Register maintained by the Agency for Business Registers as a predominant activity that activity that can be performed only on the basis of prior approval, consent or other act of the competent authority, it is obliged to give such approval, consent or another act of the competent authority and submit it when submitting a request for entry of that activity in the Register (eg production, trade, distribution, processing and storage of substances dangerous and harmful to human health and the environment, bank affairs, insurance company affairs).

A business entity for registration in the Register maintained by the Agency for Business Registers does not submit a certificate from the competent inspection services on the fulfillment of the conditions regarding the space in which the activity is carried out, except when a special law prescribes that such a certificate is required for registration and performance of a certain activity .

From the above, it follows that business entities can register only one, predominant activity in the Register, because based on the Law on Business Companies, they are allowed to perform other activities, with the fact that the business entity itself must take care of the fulfillment of the conditions for performing those activities. You can download the opinion of the registrar of business entities regarding the registration of the predominant activity here.

invoice: 840-29770845-52, model 97, call to the number that is received on the next page Download call to the number (be sure to enter the received call to the payment slip).

The fee for the registration of the establishment of a business entity, which is registered in the Register of Business Entities, amounts to 4,900.00 dinars. When submitting a registration application for the establishment of a company (OD, KD, DOO and AD), a fee for registration and publication of the founding act in the amount of 1,000.00 dinars is also paid.

The fee for establishing single-member and multi-member LLCs electronically is 4,500.00 dinars.

The fee for registration of the establishment of a branch of a foreign company and a representative office of a foreign company is 4,900.00 dinars.

Fees for registration/publication of documents amount to:

• for registration and publication of the founding act 1,000.00 dinars,

• for registration and publication of the statute 1,000.00 dinars,

• for the registration and publication of other documents that are registered and published in accordance with the law, 1,000.00 dinars,

• publication of documents that are published in accordance with the law RSD 700.00.