Company and commercial law

Sole trader or d.o.o.: which should I choose?

A sole trader (preduzetnik) is liable for business obligations with all of their property. Members of a limited liability company (d.o.o.) are, as a rule, not liable for the company's obligations; they risk their contribution, and the minimum share capital is 100 dinars. A sole trader is always one person, so a business with several founders is set up as a d.o.o. Taxes and plans for hiring also affect the choice, so agree it with your accountant.

Covers: Choosing the legal form · The founding act (osnivački akt) · Registration with the Serbian Business Registers Agency (APR)

Employment law: I am hiring my first employee

What should the founding act contain?

The founding act is a decision on incorporation (odluka o osnivanju) when there is one founder, or a memorandum of association (ugovor o osnivanju) when there are several. It contains details of the founders, the business name and registered office, the principal activity, the share capital and contributions, and it also sets out the company's bodies and who represents it. It determines how decisions are made later, how a member leaves the company and how a share is transferred.

Covers: Drafting the founding act · An agreement between the founders

How do I change the director, the registered office or the founders?

A change is registered with the APR, on the basis of a decision made as the law and the founding act require. The director of a d.o.o. is appointed and removed by the general meeting (skupština), and a member is most often changed by a share transfer agreement (ugovor o prenosu udela) with certified signatures. For third parties, what is in the register is what applies, so file every change within the statutory deadline.

Covers: General meeting decisions · A share transfer agreement · Registering changes with the APR

Which contracts should a company have with its associates and clients?

Most often these are a services or cooperation agreement, a contract of sale, a lease of business premises and a confidentiality agreement. A good contract sets out in advance the price and payment deadlines, what happens when someone is late or fails to perform, how the contract is terminated and which court has jurisdiction. A contract with a partner abroad can be bilingual.

Covers: Drafting and reviewing contracts · Contracts in Serbian and English

My company is hiring its first people. Which documents does it need?

Employment contracts, registration for compulsory social insurance and a risk assessment act (akt o proceni rizika), and, depending on the size of the company, an employment rulebook (pravilnik o radu) and a job classification act (akt o sistematizaciji).

Article: What do you need when hiring your first employee?Employment law: I am hiring my first employee

How do I collect a debt from another company?

After a written demand, the quickest route is usually a motion for enforcement (predlog za izvršenje) on the basis of an authentic document (verodostojna isprava), such as an invoice or a bill of exchange (menica). If the debtor objects, the case continues as a dispute before the commercial court; without such a document, the debt is collected by a lawsuit. Claims under contracts for the trade in goods and services become time-barred in three years, so do not put off collection.

Covers: A final demand before legal action (opomena pred utuženje) · A motion for enforcement · A lawsuit in a commercial dispute

My debtor has gone bankrupt. What now?

You file your claim (prijava potraživanja) with the bankruptcy court, within the period stated in the notice of the opening of bankruptcy proceedings, so do not wait to file it. From the opening of bankruptcy, enforcement against the debtor is, as a rule, no longer possible, so payment comes from the bankruptcy estate (stečajna masa). A creditor holding a pledge or a mortgage is paid first from that property.

Covers: Filing the claim · Following the bankruptcy proceedings · Representing foreign creditors

How does a foreign company open a branch in Serbia?

A branch (ogranak) is registered with the APR, on the basis of a decision of the parent company and an extract from the foreign register. It is not a separate legal entity: it does business in the name of the parent company, which is also liable for its obligations. Documents from abroad must, as a rule, bear an apostille and be translated by a court interpreter (sudski tumač). For a company that does not carry on business in Serbia but is only represented there, a representative office (predstavništvo) is enough.

Covers: Registering a branch or representative office · Collecting and filing claims for foreign creditors · Documents in Serbian and English