Business Structures in Serbia: LLC, Joint Stock, Branch, and Representative Offices Explained

For solo operators testing the waters or aiming to secure temporary residency quickly, the entrepreneur (preduzetnik) model can be a practical starting point. If your annual turnover is modest (commonly under ~€65,000) and your activity is straightforward, this structure minimizes complexity and costs. Many first-time founders begin here and later transition into a company once revenue, hiring, or asset ownership demands more formal governance and limited liability.

Best for: Early-stage consultants, freelancers, and service providers who value speed and simplicity over formal corporate optics.

For most active businesses with meaningful revenue, employees, or asset ownership in Serbia, the DOO (LLC) is the go-to structure. It separates business risk from personal assets and aligns well with local banking, contracting, and compliance expectations.

When a DOO fits

• You plan to sell locally in Serbia.

• You intend to hire employees and run payroll.

• You want the company to own assets (e.g., equipment, vehicles, real estate).

• You prefer a ring-fence around liability and cleaner corporate governance for partners, clients, and banks.

• You foresee regional operations with Serbia as a hub.

Capital and governance

• Minimum share capital: 100 RSD (about €1).

• Governance models:

  • One-tier: Shareholders’ assembly + director(s).

  • Two-tier: Supervisory board + executive management.
    The law is flexible; choose what fits your control, oversight, and scaling needs.

Tax and reporting (high level)

• Corporate income tax (CIT): 15% for Serbian resident companies.

• Withholding tax (typical non-resident rates): generally 20% (e.g., on interest, royalties, certain services); dividends often 15%. Applicable treaty relief may reduce these rates depending on the jurisdiction.

• VAT: Standard rate 20% (registration mandatory upon threshold or voluntary if commercially sensible).

• Compliance: Annual financial statements; audits where size thresholds are met.

Why corporates choose a DOO

• Cleanest framework for contracts, banking, and VAT.

• Straightforward for payroll and benefits.

• Limited liability with flexible ownership and management structures.

If your strategy involves raising capital from multiple investors, institutional participation, or sophisticated equity programs (including employee share plans), the joint stock company (akcionarsko društvo, AD) is the natural fit.

When a JSC fits

• You anticipate significant capitalization and want clear, transferable shares.

• You plan multiple investment rounds or complex investor rights.

• Governance optics matter for your stakeholders or sector (e.g., finance, infrastructure, regulated industries).

Capital and governance

• Minimum share capital: typically 3,000,000 RSD (≈€25,000).
  At least 25% must be paid in before registration; the rest follows statutory deadlines.

• Governance models:

  • One-tier board of directors; or

  • Two-tier system with supervisory and executive boards.

Tax and reporting (high level)

• CIT: 15% (same as DOO).

• Withholding: typically 20% (dividends commonly 15%); treaty rules may lower rates.

• Audit & reporting: Stricter transparency and audit expectations relative to an LLC.

Why corporates choose a JSC

• Purpose-built for equity finance and institutional investors.

• Supports employee stock ownership and more complex capital markets strategies.

A branch office allows a foreign company to operate in Serbia without creating a new legal entity. The branch is the foreign company’s extension in Serbia and can invoice and trade locally.

When a branch fits

• You want speed to market without incorporating a Serbian company.

• Your objective is to sell locally, contract suppliers, and run operations under the parent’s umbrella.

• You prefer to avoid initial share capital and keep the structure closely tied to HQ.

Legal and tax essentials

• Not a separate legal person: The parent remains liable for branch obligations.

• Taxation: Branch profits are taxed in Serbia (CIT 15%). After Serbian taxation, profit remittances to HQ are generally not subject to withholding.

• Books and filings: Local accounting and financial statements must be maintained.

Why corporates choose a branch

• Faster market entry for sales, sourcing, and partnerships.

• Avoids incorporation while still allowing invoicing and local contracts.

A representative office is a non-commercial presence used for marketing, sourcing, partner meetings, and market research. It cannot issue invoices or generate revenue in Serbia.

When a representative office fits

• You want to test the market and build relationships before committing to trade.

• Your plan focuses on brand presence, industry events, and on-the-ground insights.

• You prefer a light footprint while preparing for a future DOO or branch.

Key characteristics

• No commercial activity and no revenue in Serbia.

• Ideal for liaison functions, surveys, early hiring of non-commercial staff, and pre-launch groundwork.

Use these decision filters to narrow your options:

1. Speed vs. Liability

   • Need to invoice now with minimal setup? Consider a branch (accepting parent liability).

   • Need limited liability and asset ownership? Start with a DOO.

2. Capital Strategy

   • Planning institutional capital or broad equity participation? A JSC offers the right framework.

   • Solo or small founding team? A DOO usually suffices.

3. Commercial Intent

   • No sales yet, just exploration? Use a representative office.

   • Active trade and hiring? Choose a DOO or branch.

4. Banking and Vendor Optics

   • Serbian banks and counterparties are most familiar with DOO and JSC formats.

   • Business plans and KYC readiness are essential for smoother account opening.

5. Location Strategy

   • Consider Belgrade for finance, tech, and corporate HQ visibility.

   • Novi Sad offers a strong tech ecosystem and cost efficiencies.

   • Border-adjacent cities (e.g., Subotica) may suit logistics and cross-border trade.

• Corporate Income Tax: 15% (resident entities and branch profits).

• Withholding Taxes: Often 20% on interest, royalties, and certain services; dividends commonly 15% for non-residents (treaty relief may apply).

• VAT: Standard rate 20% with mandatory or voluntary registration depending on turnover and business model.

• Financial Reporting: Annual statements; audits required where size thresholds are met (more common for medium/large entities and JSCs).

• Incentives: Serbia provides targeted incentives (e.g., R&D, large employment). Assess eligibility during structuring to avoid leaving benefits on the table.

Important: This article is informational and not legal or tax advice. Final structuring should reflect your specific operations, investor expectations, and cross-border tax profile.

Entity design and roadmap. We analyze your model, risk profile, hiring plans, and investor roadmap to recommend the right vehicle now—and a clear path for future transitions (e.g., representative office → DOO, or DOO → JSC).

Banking readiness. Serbian banks rely on robust KYC. We prepare a practical business plan and documentation pack that reduces friction at account opening.

Tax architecture. We coordinate with international tax advisors to optimize withholding, treaty relief, CIT, and explore incentives (R&D credits, large-employer relief, and other programs where applicable).

Full compliance. From APR registration and VAT decisions to payroll, HR, and inspections, we set up the systems that keep you comfortably compliant.

Location scouting. Belgrade, Novi Sad, or a logistics-friendly border city—your choice should be strategic. We match your operational needs to the right city footprint.

Ongoing support. Regulations evolve. We monitor changes and keep your entity in good standing so leadership can focus on growth.

Serbia offers more than a binary choice between entrepreneur and LLC. Depending on your goals—speed to market, limited liability, institutional capital, or market exploration—you can select a DOO, JSC, branch, or representative office. The right decision balances liability, tax, governance, banking optics, and location strategy. Set your structure with intention, and Serbia can serve as a stable, cost-effective base for growth across the region.

Ready to move from idea to execution? Book a paid consultation with Relocation Serbia to map your entity strategy, banking plan, and compliance path—tailored to your timeline and budget.