Activities

HOW TO REGISTER LCC IN RS?

In case you plan to register LLC in FBiH, these are our recommendations:

How to register LLC in RS?

The registration process is comprised of pre-registration, registration and postregistration procedures

PRE-REGISTRATION

Preparatory Phase

Time to Complete

Associated Costs

1. Obtain residence certificate for the domestic founder or, in the case of a foreigner, a residence certificate from his/her country of origin or residence confirmation issued by the local police station.

1-5 business days

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2. 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

3. Obtain the certificate from the tax office that the founder does not have unsettled taxes and contributions (based on the place of residence of the founder).

1-5 business days

BAM 15

Preparatory Phase

Time to Complete

Associated Costs

1. Select public notary

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2. Choose a company name

1 hour

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3. Verify the availability of the chosen name in the company register

1 hour

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4. Determine the share capital amount (minimum BAM 1)

1 hour

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5. Prepare founding act/Memorandum of association in one of the official local languages with verified founder signatures (prepared by 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. Depending on the number of founders (natural/legal entity), the procedure varies:

a) One founder: In case a founder is one natural or legal entity, public notary verifies the signature of the legal representative.

b) Two or more founders: Memorandum of association is executed when two or more natural or legal entities are establishing the company and it is prepared in the form of a notarial deed.

1-2 business days

/ BAM 4 natural person/BAM 52 legal entity BAM 350 approx.

Certified court interpreter services

1 hour

BAM 50 for each hour started

6. Acquire the decision on appointment of the person(s) authorized to represent the company in domestic and foreign trade, if the representative(s) were not appointed in the Memorandum.

1 hour

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7. Verified signatures of authorized persons (OP form)

1 hour

BAM 4/signature

8. 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

9. Deposit share capital into interim commercial bank account. The investor needs to deposit the minimum share capital (BAM 1) to an interim commercial bank account and provide the court confirmation thereof. Share capital payment: bank requires a copy of the founding act to deposit the share capital and a filled in application. Payment can be made either by the founder(s) directly or by their authorized legal representative.

1-2 business days

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10. Fill out an e-application (on predetermined form) and sign with an e-signature. It can be submitted by post or email with all accompanying documents.

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Registration

Preparatory Phase

Time to Complete

Associated Costs

1. Submit the registration application to APIF. APIF will send the application to a competent court and tax office. APIF will be assigned an ID number and statistics number for the company. Please note, that publication of the information that the new company is registered is announced in the Official Gazette of BiH. The court informs it ex officio and the publishing fee is due once the registration is complete.

7-14 working days

BAM 35 (registration fee) + BAM 50 (publishing fee)

2. Produce a company stamp. After obtaining the Court's Decision on the commencement of the business activities, the new company will need to make a company stamp. The stamp must contain data identical to the data in the Decision. Depending on the desired stamp design, the price can range between BAM 30 and BAM 50.

1 hour

BAM 40

3. Sign a contract with a certified accountant and lease of office premises lease. The certified accountant services range from as low as BAM 150, and the lease of office space depends on the location and size of the premises.

1-3 business days

Per agreement

Post-registration

Preparatory Phase

Time to Complete

Associated Costs

1. Obtain service permission at a municipality depending on the location of the company’s registered seat. The company is required to submit a statement 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 preprepared municipal form, which can be found in the municipality,
• information about the power of attorney, unless the director himself is completing the necessary actions
• evidence that the company has office space and equipment (i.e. 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)

10 business days

BAM 10

2. 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 the local tax and revenue agency
• ID documents for the individuals 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 the director and founder(s) of the company, depending on the bank
• Certified ID documents for founder(s), if they are natural persons or certified excerpt from the court
• register if the founder(s) are legal persons

5 business days

Copy + certification documentation = approx. BAM 3 (EUR 15)

3. Register in the VAT system (conditionally) After the registration, if the owner estimates an annual turnover of more than BAM 50,000, the company must be registered in the VAT system; but, if an annual turnover of 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. The request is 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 director’s 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 company
• statement about the feasibility of estimated turnover and evidence on the realization of the same in terms of concluded business contracts
• copy of the contract of the lease of office space for the company seat or evidence of the ownership
• registered in the land registry
• personal ID number for the responsible accountant

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Administrative fee + copy + certification = approx. BAM 50

4. Registration of employees at the Health & Pension Insurance Institute According to Article 14 of the Law on Unified System of Registration, Control and Collection of Contributions, companies are obliged to register each employee at the Tax Administration one business day before the commencement of work, at the latest. The following documents should be submitted:
• court resolution on registration in the registry
• certificate of the Identification and Statistic number
• Form JS 3100

1 hour

No charge

5. 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 260-3000

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 LLC 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”).

  • A: 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 LLC 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.

 

“Naša Perspektiva” is a non-governmental, non-profit organization founded in February 2010, with a focus on involving BiH. diaspora in the development of the country of origin.

Naša Perspektiva je nevladina, neprofitna organizacija osnovana u februaru 2010. godine, sa fokusom na involviranje bh. dijaspore u razvoj zemlje porijekla.