20 March, 2020
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(e)Registration of LLC in a state of emergency

Due to the global COVID-19 pandemic, a state of emergency was declared in Serbia on 15th March 2020.  This decision had the effect of restricting movement of people in order to prevent further spread of the virus and reduce the number of those infected.

As of 17th March, Serbia imposed a curfew which means further restrictions concerning day-to-day movement. All service counters in public institutions were ordered to be closed, except for those whose closure would endanger continuous functioning of the state for the duration of the state of emergency. This means that the counters within the Serbian Business Registers Agency (“Agency”) will also be closed.

However, what will happen to citizens who need to complete and submit  “paperwork” to the Agency, and application on registration of a limited liability company (“LLC”) in particular?

Those who found themselves with these problems, could use the e-Registration feature provided by the Agency, which allows on-line registration of single-member LLCs  since 17 October 2018, and incorporation of multi-member LLCs since 28 June 2019.

 

  1. Who can submit an e-application and in what form?

An e-application to the Agency can be submitted by a natural person who will be a future shareholder of the company, or by a natural person authorized by a future shareholder to file an e-application for incorporation (a proxy). Future shareholders and proxies should sign the application using their certified electronic signature, while proxies should also attach a power of attorney to the application, in the form of an electronic document signed with the electronic signature of the future shareholder of the company. It should be noted that regulations stipulate that all documents attached to the application must be originals unless a photocopy is expressly prescribed (e.g. a photocopy of an ID card, in case when applications are submitted in paper form). However, given that this is an e-application, all documents attached must be in electronic form and, where necessary, they must be signed using an  e-signature.

We would especially like to point out that notarization of the Memorandum of Association of a company can be completed on the premises of a public notary, even during the state of emergency. In accordance with the Ministry of Justice’s Guidelines published on 17th March, it is recommended that notaries enable immediate receipt of written documents by introducing a counter accessible to a controlled number of parties, in addition to receiving documentation by e-mail.

 

  1. Steps for submission of an e-application

In order to incorporate a single- or a multi-member LLC electronically there are four important steps. As  an applicant, you must:

  • have or obtain a qualified electronic certificate (electronic signature), issued by a certification body in the Republic of Serbia (which will be used later in filing financial statements or communicating with the Tax Administration).  It should be noted that qualified electronic certificates in ID cards issued before 18 August 2014 cannot be used in the system for electronic submission of applications for registration of entrepreneurs and companies and the system for electronic signing of documents;
  • install an electronic card reader and NexU application for electronic signing (if already installed the NexU app, be sure to download a new version free of charge). NexU app was designed by the Agency and can be used to create all future electronic documents, invoices, etc.;
  • pay the registration fee electronically, using a Visa, Dina or MasterCard payment card;
  • sign up with the System for centralized registration of  Agency’s users (“System” or “e-app”) to access the information system (which is used for all e-services of the Agency), as it there that electronic registration of incorporation of single- and multi-member LLCs is conducted.

 

  1. Additional services provided by the e-app

E-app, allows its users to:

  • file requests to obtain the taxpayer identification number ( ‟PIB” in Serbian);
  • file request for VAT registration;
  • inform the relevant institution that the user will be employed by the company.

 

  1. Benefits of the e-Registration

The primary benefit of e-Registration is its simplicity. First-time users should create an account in the System (see video instruction on how to create an account). If you have previously accessed the System, you can use the old user account for e-incorporation of single- and multi-member LLCs.

To log in, you just need to enter your e-mail address and password. The Agency prepared an  Illustrated Guide to e-Incorporation of an LLC as well as User instructions manual in PDF form which can help with electronic registration.

Another advantage is the fact that the whole procedure can be completed remotely. e-Registration is primarily aimed at citizens who want to save time and money, but in the current circumstances, it also helps with the struggle against the spread of COVID-19. This means that it is possible to incorporate single- and multi-member LLCs in a fast, simple and safe manner, without having to wait in crowded offices.

 

For more information, please contact us via covid19@geciclaw.com