HOW TO REGISTER LCC IN FBIH?
In case you want to establish a company, that is, a limited liability company in FBiH, these are our recommendations.
How to register LLC in FBiH?
The registration process is comprised of pre-registration, registration and postregistration procedures.
PRE-REGISTRATION
PREPARATORY PHASE
Time to Complete
Associated Costs
1. Acquire a certificate from the Indirect Taxation Authority confirming that the founder is not in the VAT system (regional center based on the company’s registered corporate seat)
5 business days
BAM 10
2. Obtain a residence certificate for the domestic founder or in the case of a foreigner, residence certificate from the country of origin or residence confirmation issued by the local police station
1-5 business days
/
3. Provide a certified copy of ID card/passport or verified copy of the excerpt from the court’s register where the founder is registered (if the founder is a legal entity) 1 hour BAM 2/page
1 hour
BAM 2/page
4. Attain a certificate from the municipal tax office confirming that founder does not have unsettled taxes and contributions (based on the place of residence of the founder)
1-5 business days
BAM 15
Procedure
Time to Complete
Associated Costs
5. Choose a company name
1 hour
/
6. Verify the availability of the chosen name in the company register
1 hour
/
7. Determine the share capital amount (minimum BAM 1,000)
1 hour
/
8. Prepare the founding act and Articles of Association in one of the official local languages with verified signatures of founders (prepared by an attorney at law or public notary). In the case of foreign founders, documents shall be vested with confirmation by a certified court interpreter that the content was translated and interpreted by the founders.
1-5 business days
BAM 350-600
Certified court interpreter services
1 hour
BAM 50 for each hour started
9. Decision on appointment of the person(s) authorized to represent the company in domestic and foreign trade
1 hour
/
10. Verified signatures of authorized persons (OP form)
1 hour
BAM 4/signature
11. Statement of acceptance of director’s duty* If the director is a foreigner, he/she must obtain a residence permit and work permit from the Service for Foreigners BiH.
1 hour
BAM 4/signature
12. Verified statement of the person(s) authorized to represent the company that they have not been found guilty of a criminal offence and minor offence incompatible with the activities of company management, 5 years from legal validity of a ruling.
1 hour
BAM 4
13. Verified founder’s statement that he/she does not have any shares in legal entities registered in BIH, or if the shareholder has shares in other legal entities in BIH, it is required to deliver proof that all tax obligations of these companies are paid is required.
1 hour
BAM 4
14. Excerpt from the relevant registry showing the ownership over the shares in property and rights, as well as and court expert opinion on the value of the shares in property and rights (for “in-kind”/nonmonetary capital).
1 business day
BAM 5-15
15. Deposit share capital to interim commercial bank account, one needs to pay in the minimum share capital (BAM 1,000) to interim commercial bank account and provide the court the confirmation. Share capital payment: bank requires the copy of the founding act to make a deposit. Payment can be made either by the founder(s) directly or by an authorized legal representative.
1-2 business days
/
16. Fill registration application (on predetermined court form), signed by authorized representative of the company (i.e. director). The signature must be certified by a competent body in the country or abroad, depending on the director’s location and vested with apostille, where applicable. The associated costs depend on whether it is filled in by an attorney at law or a public notary.
1 business day
BAM 600 attorney at law / BAM 350 public notary Signature verification BAM 4
Registration
Procedure
Time to Complete
Associated Costs
1. Submit the registration application to the municipal court, accompanied by the 13 listed documents and the court administrative fees. Please note that the Official Gazette of BiH announces newly registered companies in a publication. The court informs it ex officio and the publishing fee is due once the registration is complete.
10-15 business days
BAM 70 (registration fee) + BAM 10 (filling fee) + BAM 50 (publishing fee)
2. Produce a company stamp. After obtaining the Court's decision on the commencement of business activities, the new company will need to make a company stamp. The stamp must contain details identical to the information in the Decision. Depending on the desired stamp design, the price can range between BAM 30-50.
1 hour
BAM 30-50
3. Sign a contract with a certified accountant and lease an office space. Certified accountant services start at BAM 150, and the cost of an office lease depends on the location and the size.
1-3 business days
Per agreement
Post-registration
Procedure
Time to Complete
Associated Costs
1. Obtain an ID number from the tax office. You will need to provide two copies the fulfilled RPO_ PPL1 form stamped with the company’s official stamp, accompanied by the certified decision on company registration issued by the municipal court, a certified copy of the accounting services agreement and the original or certified copy of the lease agreement for the office space.
5 business days
No charge
2. Attain statistics number and registration of the main business activity. Once the company receives its ID number, it can apply for a statistics number and classification of its business activities. You will need to provide wo copies of the fulfilled PPL-1 form, accompanied by the copies of the ID number document and the decision on registration issued by the municipal court and stamped with the company’s official stamp.
1-5 business days
No charge
3. Acquire service permission at the municipality
associated with the company’s registered seat.
The company is required to submit a statement
exhibiting that it meets the technical requirements
for office premises, which is issued by the municipal
or cantonal authority (depending on the activities). In
order to obtain the certificate for service permission, it
is necessary to provide the following:
• filled in form
• power of attorney, unless director himself/herself is
• completing the necessary actions
• evidence that the company has office space and
• equipment (statement from the land registry office,
• purchase agreement, lease agreement, etc.)
• evidence of registration of the director and
• employees with the Tax Administration
• evidence that administrative fees have been paid
• expert opinion on noise protection, where applicable
• electrical certification (Atest), where applicable
• fire protection certificate
10 business days
(Center), BAM 4 (Novi Grad, Stari Grad) or BAM 10 (Novo Sarajevo) or for this procedure.
4. Open a bank account.
To open a bank account, it is necessary to attach certified copies of the following documents:
• court decision of registration in the court registry
• Identification number (JIB) issued by the Office of
• Statistics
• certificate for the identification and customs number
• (if the company is registered for foreign trade)
• certificate from local tax and revenue agency
• ID documents for the individuals who are authorized
• to use the bank account (certified copy of identity
• card or passport)
• certified copy of the signature of the individuals who
• are authorized to use the account
• several statements provided by director and founder
• of the company, depending on the bank
• certified ID documents for founders, if they are
• natural persons or certified excerpt from the court
• register if the founders are legal persons
5 business days
Copy and certification Documentation = approx. BAM 30 (EUR 15)
5. Register in the VAT system (conditionally).
After the registration, if the owner provides an annual
turnover more than BAM 50,000, the company must
be registered in the VAT system; but, if an annual
turnover less than BAM 50,000 is planned, this is not
obligatory and the owner may voluntarily register in
it. The owner must submit evidence of the amount of
annual turnover. This could be in the form of contact
with the client.
The request needs to be accompanied by the following
documents:
• certified copy of the registration into the court
• registry
• certified copy of the certificate of registration from
• the Tax Administration of FBiH
• certified copy of the notification of the Bureau for
• Statistics
• certified copy of the directors ID
• certified copy of the card of deposited signatures
• from the bank in which the transaction account is
• opened
• statement about the goods to be imported or
• exported by the firm
• statement about the feasibility of estimated turnover
• and the evidence on the realization of the same in
• terms of concluded business contracts
• copy of the contract of the office space lease for
• the company seat or evidence of the ownership
• registered in the land registry
• personal ID number for the responsible accountant
/
Administrative fee, plus copy and certification = approx. BAM 50
6. Register employees at the Health & Pension
Insurance Institute.
According to Article 14 of the Law on Unified Systems
of Registration, Control and Collection of Contributions,
the company is obliged to register each employee
at the Tax Administration at least one business day
before the commencement of work. The following
documents should be submitted:
• court resolution on registration in the registry
• certificate of the Identification and Statistic number
• form JS 3100, filled out
1 hour
No charge
7. Notify the Cantonal Inspection Authority on the
commencement of business activities.
The company submits the notification on
commencement of business activities to the Cantonal
Inspection Authority and the inspectors may
subsequently supervise in terms of fulfillment of all
conditions for conducting business activities. The
Law on Internal Trade regulates that the notification
on commencement of business activities should
be submitted by the company no later than five (5)
business days before starting to work.
The following documents should be submitted:
• court resolution on registration in the registry
• statement that the company meets all legal
• requirements for performing trade activities
• a notice of the date of work commencement
1 business day
No charge
8. Acquire and register fiscal device.
To acquire and register the fiscal device,
it is necessary to submit a request and enclose the
following documentation:
• certificate of tax registration
• copy of the ID card of the owner or authorized person
• ID number and VAT number (if a VAT payer)
• copy of the ID card of the owner of the business
• premises (if rented)
• company bank account number and name of the
• bank linked to this bank account (in connection with a
• contract with a telecom operator)
This procedure is conducted by companies that are
engaged in fiscalization
18 business days on average
BAM 700
9. Obtain at customs number.
Companies registered for foreign trade activities are
obliged to apply to the Indirect Taxation Authority for
a customs number. The following original or certified
copies of documents are required:
• form ZR1, filled out
• decision on the establishment of the company issued
• by the municipal court
• bank confirmation of the company’s main bank account
• deposited signatures for authorized signatories
• ID card of authorized representative
• proof of residence permit for foreigners
• passport for the owner or authorized representative
• as a foreign citizen
• power of attorney, where needed
10 business days
Administrative fees BAM 50 and bank fees BAM 10 Copies BAM 15
10. Pay utility fees to the tax office. Utility fees are the income of the municipality, depending on the company’s registered corporate seat. The fees vary from municipality to municipality, and are based on location of the company.
1 business day
BAM 75
Frequently asked questions
- The LLC/d.o.o. has a legal personality.
- There is no maximum period of existence; d.o.o. can be incorporated for an indefinite or a definite period.
The d.o.o. is governed by its memorandum of association, and in the FBiH by articles of association as well
- Founders/shareholders are not personally liable for the debts of the company, save to the extent to which their shares are not fully paid-up. Limited liability is subject to limited instances of piercing the corporate veil.
- Governing bodies are the general assembly (“skupština”) and the management (“uprava”).
- In the FBIH, the d.o.o. can also have a supervisory board (“nadzorni odbor”).
- Under the laws in BIH it is not possible for a d.o.o. to be involved in international restructurings, although it can be involved in asset or equity acquisitions.
- The d.o.o. can be incorporated as a publicly held company.
- No, given its nature as a commercial entity, with the ability to make profit distributions and subject to corporate income.
- There must be at least one (1) founder upon incorporation, and there are no residency requirements for founders.
The contents are the sole responsibility of the authors and do not necessarily reflect the views of USAID or the United States government.
