Frequently Asked Questions

What taxes should be paid by the transferor?

Pursuant to the Companies Act, the transfer of a share can be with or without compensation, while under the Property Tax Act, the only tax that the transferor should pay is the capital gains tax, which is 15%. The tax base for capital gains is taxable income as the difference between the selling price of the share and its purchase price.

As the selling price, the price at which the transferor / taxpayer has acquired the share (the nominal value of the capital invested proportionally) is taken, whereby the purchase price does not include the amount for which the share increased by converting the undistributed profit into the company’s capital.

I want to set up a limited liability company, what do i need to know?

One or more domestic or foreign, natural or legal persons may establish a limited liability company, whereby shareholders do not meet the obligations of the company, except to the amount of the share entered.

The minimum charter capital of a limited liability company (DOO or D.O.O.) according to the law is 100.00 dinars. If the founder is one or more natural person, it is necessary to prepare the following for registration:

  • the founding act on which the founders’ signatures must be certified; – proof of identity (copy of identity card or passport for foreigners);
  • OP form – certified signature of person authorized to represent (director);
  • a certificate of payment of the initial capital issued by the bank where the payment was made;
  • pay the APR fee

In the case when the founder is a legal person, it is necessary to provide proof of the founder an excerpt from the competent register (if it is registered with the register of a foreign state, it is necessary to check whether such an act is subject to the legalization of acts (delivery of Apostille certificate), after which translate the entire document into Serbian by an authorized court interpreter.

In the event that the founder of a legal entity is another legal entity, the procedure for obtaining an extract from the competent registry must be repeated until the last natural person in the ownership structure arrives.

What do I need to protect the trademark?

A trademark is a legally protected trademark by which a natural or legal person marks its goods and services in the market so that consumers can distinguish them from identical or similar goods and services offered on the market by another natural or legal person. Any legal or natural person engaged in the trade of goods and the provision of services may file a trademark application.

A sign that you want to protect can consist of words, slogans, letters, numbers, pictures, drawings, color schemes, three-dimensional shapes, a combination of those characters, as well as from the music phrases displayed in a note and so on.

The legal protection of the trademark is performed before the competent Intellectual Property Office, as a state body of the administration responsible for intellectual property issues located in Belgrade, in street Kneginje Ljubice number 5.

How long can the prohibition of competition from employment last?

The employment contract can determine the jobs that an employee can not work in his name and for his own account, as well as on behalf of and for the account of another legal or natural person, without the consent of the employer with whom he is employed. (The prohibition in the quoted provision refers to the duration of the contract of employment).

A ban on competition can only be established if there are conditions for the employees to acquire new, especially important technological knowledge, a wide range of business partners, or to get to know important business information and secrets by working with the employer.

However, by an employment contract, an employer and an employee may contract and conditions for the prohibition of competition after the termination of employment (prohibition with extended effect), within a period which can not be longer than two years after the termination of employment, where such a ban on competition can be contracted only if the employer is obliged by an employment contract to pay the employee a fee in the contracted amount.

Prohibition on termination of employment implies that an employee can not engage in jobs determined by an employment contract, without the consent of the employer, for some time after the expiration of the employment relationship, whereby this extended prohibition effect has its price and the employer has the right to expect respect The employer must pay the employee a monetary compensation, the amount of which is contracted and specifically provided for by the employment contract.

How long can a long-term employment relationship last?

An employment contract may be concluded for a limited period of time, the duration of which is determined in advance by objective reasons justified by the time-limit or the execution of a particular transaction or the occurrence of a particular event during the duration of those needs.

An employer may conclude one or more employment contracts on the basis of which the employment relationship with the same employee is based on a period which can not be longer than 24 months with interruptions or no interruptions, and the interruption shorter than 30 days is not considered as termination of employment.

In addition, a fixed-term contract may be concluded:

  • if this is necessary due to the replacement of a temporarily absent employee until his return; 
  • to work on a project whose time is pre-determined, the longest until the end of the project;
  • with a foreign citizen, based on a license for work in accordance with the law, until the expiration of the period for which the license was issued;
  • to work in a newly established employer whose entry in the registry with the competent authority at the time of the conclusion of the employment contract is not more than one year old, for a total duration not exceeding 36 months;
  • with an unemployed person, until the fulfillment of one of the conditions for exercising the right to old age pension is missing up to five years, the longest until the fulfillment of conditions, in accordance with the regulations on pension and disability insurance.

In the event that a fixed-term employment contract is concluded contrary to the provisions of the Labor Law or if the employee remains at work with the employer at least five working days after the expiration of the time for which the contract is concluded, it is considered that the employment relationship is based on an indefinite period of time.

How to initiate divorce proceedings?

According to the Family Law of the Republic of Serbia, marriage can be divorced on the basis of divorce or filing lawsuit, whereby in both cases the divorce is decided by the competent court.

Spouses have the right to divorce if they conclude a written divorce agreement, while in the event that the spouses are joint parents of minor children, or if they have a common property, a divorce agreement must also contain an agreement on the exercise of parental rights and an agreement on the sharing of common property.

On the other hand, if relations between spouses are seriously and permanently disturbed, or if the community of life can not objectively be realized, each spouse has the individual right to file divorce lawsuit to the competent court.

In both cases, and in the case of divorced divorce and divorce on the basis of the lawsuit, parties can be represented by lawyers based on a special certified power of attorney (the power of attorney is certified by a notary public), while the issue of parental rights over minors includes the guardianship authority social work) that ensures that the eventual parent agreement is in the best interests of the child, or on the basis of the conducted interview with the parents, gives his expert opinion and the recommendation to which parent to entrust the exercise of parental rights. Regarding the division of the joint property, represented by the property that the spouses acquired through work during the life of the community of married life, it is necessary in case of a dispute to determine the co-ownership or superciliary share of each spouse in the joint property.

How to sale / transfer of shares in the company?

The transfer of ownership of a share in a company is free on the basis of the Companies Act, unless otherwise stipulated by the contract of incorporation (founding act). Transfer of ownership over a share is carried out on the basis of the Share Transfer Agreement, on which the signatures of the contractor, the transferor and the acquirer are certified.

Members of a multi-member company have the right to pre-purchase a share that is the subject of a transfer to a third party, unless the right is excluded by a charter or by law.

The transferor is obliged to offer its share to all other members of the company before transferring the share to a third party. The transferor shall submit the offer in writing, which must contain all the essential elements of the transfer agreement, the address on which the member of the pre-empted purchasing company sends the acceptance of the bid, the deadline for concluding and verifying the transfer agreement, as well as other elements stipulated by the founding act .

A member of the company that exercises the right of pre-acquisition shall be obliged in writing to notify the transferor of the acceptance of the offer as a whole, within 30 days from the day of the receipt of the offer, unless the other deadline is not longer than 90 days from the date of receipt of the tender the founding act. If two or more members of the company accept the offer and if between the transferor and those members does not reach an agreement on the manner of distribution of the share to be transferred, the distribution is made by each member who has accepted the offer purchases a portion of the share that is proportional to the share of his stake in the sum the share of all other members of the company that accepted the offer.

A member of a company that has the right of pre-acquisition who has not submitted the offer by the transferor, 1 – can request the competent court to cancel a share transfer agreement, or 2 – commit the respondent company to transfer the share to the plaintiff, or to replace the judgment on the transfer of the share between the plaintiff and the respondent societies.

The lawsuit can be filed within 30 days from the day of the knowledge for the conclusion of the share transfer agreement, but no later than the expiration of the sixth month from the date of registration of the transfer in the APR.