Mandatory electronic incorporation registration applies to the establishment of a limited liability company ("LLC"), a partnership ("OD"), a limited partnership ("KD"), a joint stock company ("AD").

In order for a person to establish a business company by submitting an electronic registration application, it is necessary to have a qualified electronic certificate (electronic signature), an installed electronic card reader, an installed NEXU application for electronic signature, as well as an open account on the system for centralized registration of users of the Agency for Economic Registers, in order to access the information system, and finally a Visa, MasterCard or Dina payment card to pay the APR fee for establishment.

eRegistration of the establishment of a company is done through a special user application that can be accessed through the APR website. First, the user needs to create an account on the eID.gov.rs Portal, if he is accessing the system for the first time, and then the user application can be accessed (there is also a guide through e-registration).

Furthermore, it is important to note that the electronic signature is used for signing the electronic registration application, but also for signing the documents attached to the application.

In the process of electronic registration of the establishment, all attached documents must be in electronic form.

Here, it is necessary to distinguish documents (such as, for example, the founding act) that the founder (or his representative) originally draws up in electronic form and signs with his electronic certificate from documents issued by third parties or state authorities, which must be certified with an electronic seal or the signature of an authorized person of the third party/state authority that issued the document (e.g. if an electronic confirmation of the payment of the founding contribution is attached, then it must be signed with an electronic certificate of an authorized person banks).

In addition, if the founder wants to register a company, and some of the documents that he is required to attach are not in his possession in electronic form, then he has the option of digitizing, i.e. converting the document from paper to electronic form (which is considered a copy). In order for the copy to be faithful to the original, i.e. for the attached electronic document to have the same legal force as the original paper document, it must be authenticated (signed) with an electronic signature:

1) the person who issued that document (e.g. the bank's confirmation of the payment of the founding contribution issued in paper form should be certified by an authorized bank employee with his electronic signature), or

2) a person authorized by law to certify the transcript (notary public), or

3) a lawyer who is registered in the Directory of Lawyers of the Bar Association of Serbia (with the condition that this lawyer is also the attorney who submits the registration application).

If a person does not have the conditions listed above for the electronic establishment of a business company, he can authorize another person (the law firm has the prerequisites listed above) to do so on his behalf and for his account.

Finally, the decision on the establishment of a company in the form of an electronic document, made in PDF format and signed by the electronic signature of the registrar, is delivered to the email address that the applicant entered in the application, or it can be downloaded from the application itself, after the electronic registration procedure is completed.

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In accordance with the above, the mentioned changes will enter into force on May 17, 2023, i.e. the registration application for the establishment of business companies will be submitted to the APR exclusively in electronic form.

Consequently, from May 17, 2023, it will no longer be possible to submit an application for the establishment of a company to the APR in paper form.

Therefore, from May 17, 2023, the procedure for establishing business companies will only be possible in electronic form online, and it will no longer be possible to do it in paper form, by handing it over to the premises of the APR.

In order for a person to establish a business company by submitting an electronic registration application, it is necessary to have a qualified electronic certificate (electronic signature), an installed electronic card reader, an installed NEXU application for electronic signature, as well as an open account on the system for centralized registration of users of the Agency for Economic Registers, in order to access the information system, and finally a Visa, MasterCard or Dina payment card to pay the APR fee for establishment.

In contrast to the procedures for certifying the founding act at a notary public, during the electronic establishment of a business company, the founders will sign the founding act with their electronic certificate.

So, on that side, a certain saving is achieved because the costs of notary public certification are avoided.

If a person does not have the conditions listed above for the electronic establishment of a company, he can authorize another person (the law office has the prerequisites listed above) to do so on his behalf and for his account (the founder must certainly sign the founding document electronically).

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It is legally stipulated that the following legal forms can be registered in the register of business entities:

1) Business companies (partnership, limited partnership, limited liability company);

2) Branch and/or representative office of a foreign company;

3) Cooperative and/or cooperative union;

4) Another subject if it is prescribed by a special law.

In addition to the above, natural persons can also register as entrepreneurs, in order to perform activities with the aim of generating income.

The registration procedure is carried out in accordance with the provisions of the Law on the Registration Procedure in the Agency for Business Registers ("Official Gazette of RS" no. 99/11, 83/14, 31/19 and 105/21).

The procedure for establishing a company (firm) is carried out before the competent authority, the Agency for Business Registers ("APR"), by submitting a registration application on the prescribed form of the APR, with the attachment of appropriate documentation, and the deadline for the APR to decide whether the application will be accepted or rejected is a maximum of 5 working days.

In the case of approval of the application, the APR makes a decision on adoption and publishes the decision, in which way legal personality is acquired (when the subject of the decision is a company that has legal personality).

So far in practice, we have most often encountered inquiries from natural persons whether they should establish an LLC or start business as entrepreneurs. In short, in this regard, we point out that an entrepreneur does not have the status of a legal entity and is liable for the obligations arising from business, with all assets, while an LLC has the status of a legal entity, whose assets are separated from the assets of the founders/members, i.e. the members/founders are not liable with their assets.

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In the Republic of Serbia, natural persons can engage in their activities as entrepreneurs or by establishing a company in the following forms:

• Joint stock company;
• Limited liability company;
• Limited partnership;
• Partnership.

In practice, natural persons who want to perform the activity of a small/medium-sized enterprise, have the most dilemma, whether to establish a company in the form of a limited liability company (LLC) or to perform their activity as an entrepreneur.

We can say that the main difference between the two forms of business organization is that the entrepreneur is responsible for all obligations with his entire assets (and personal assets), while in LLCs, the member (founder) is not responsible for his personal assets, but the company is responsible for his assets, and the member (founder) is responsible for the amount of his contribution, which is a minimum of RSD 100.

The procedure for establishment (registration) of business companies and entrepreneurs is carried out before the Agency for Business Registers ("APR"), by submitting a single registration application, along with submitting other relevant documents.

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