In this article, we’ll talk about branch office registration in Serbia, with all the required steps and details. How to register a foreign company branch in Serbia, what’s the difference between a branch and a representative office?
What does branch office mean in Serbia?
Serbian Companies Act refers to a company branch as a separate organizational unit of a company in the territory of the Republic of Serbia through which the company performs activity in accordance with the law.
A branch does not have the capacity of a legal person and acts on behalf and for the account of the company in legal transactions. The parent company is liable, without limits, for the obligations towards third parties resulting from the operations of its branch.
A branch is formed by a decision passed by the parent company’s competent body (general meeting, i.e. partners or general partners) unless otherwise provided for in the memorandum of association, i.e. articles of association of the parent company. Following the formation, the branch office of the company is required a proper registration in the accordance with the Serbian Registration Act. If a branch representative is registered in accordance with the registration act, such person is considered to be the representative of the entire company.
A branch of a foreign company is its separate organizational unit through with such company performs activity in the Republic of Serbia, in accordance with the law.
What's needed for branch office registration in Serbia?
- Name and address of the branch;
- Predominant activity of the branch;
- Personal name, i.e. business name of the branch representative and the scope of authorities of the representative;
- Name and seat of the register in which the founder of the branch is registered;
- Name, legal form, and seat of the branch’s founder;
- Identification/registration number of the branch’s founder;
- Personal i.e. business name of the representative of the branch’s founder;
- Data on the registered capital of the founder, if such information is registered according to the law of the state in which the founder is registered;
- Address for receiving electronic mail.
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How does a branch differ from the parent company?
During branch registration in Serbia, the data referred to in paragraph 3 of this Article are registered and the financial statements of the founder if they have been compiled, are subject to audit, and disclosed on the basis of the law of the state under which the founder has this obligation.
The prevailing business activity of the branch can differ from that of the parent company. The same goes for the branch representatives, as they do not have to be the same person as the one representing the parent company.
Unlike a company itself, its branch is not a legal entity, but rather the parent company’s organizational unit which acts in the name and on behalf of the parent company. Moreover, the parent company is in charge of running the management of the branch.
Registering a foreign company's branch in Serbia
Finally, the parent company’s liability is unlimited in terms of obligations of its branch towards third parties, resulting from the branch’s business. This is in line with the fact that the branch cannot have its own property, but rather uses the property of the parent company.
The foreign company branch is established by a decision on the establishment of the branch, enacted by the parent company’s competent body. Thereafter, the application for branch registration shall be filed to the Serbian Business Registers Agency, so as to its decision on registration be issued, and the branch dully registered in the Business Register.
The parent company is not limited in terms of the number of branches it plans to register in Serbia, i.e., it can have more than one branch.
The business name of the branch is the same as that of the parent company, along with the indication that it is a branch and an indication of the address of the branch. The branch can also have its own name, in addition to the parent company’s business name. Furthermore, each branch distinguishes itself from other branches by its own unique identification number and tax identification number.
What's the difference between branch and representative office?
Pursuant to Article 574, a representative office of a foreign company is its separate organizational unit which may perform advance and preparatory actions aimed at concluding a legal transaction of that company. The representative office may conclude only the legal transactions related to its regular operations.
Like a Branch Office, a representative office does not have the capacity of a legal person, and its parent company is liable for the obligations towards third parties resulting from the operation of the Representative office.
A representative office is established by a decision of the competent body of a foreign company. Upon its establishment, a representative office is required to be registered in accordance with the Registration Act of the Republic of Serbia.
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All rights reserved. All rights of Branch Office Registration in Serbia article belong to Gurcan Partners. The author has no responsibility for the information in this article. This article is prepared just to inform.
Att. Milan S. Momcilovic
Gurcan Partners Belgrade Office