Registration of a Serbian Branch for English and Scottish companies

We propose you to open a branch of an English or Scottish company in Serbia. Jointly with the branch, you get a European bank account which makes it possible to withdraw the parent company’s funds to Serbia without additional restrictions. The entire registration procedure can be completed remotely.

Why do UK Companies Need a Branch in Serbia?

The UK offers an impressive list of popular and convenient instruments and companies: limited liability companies, English and Scottish limited partnerships.

It also boasts a flexible legislative system, a proven judicial system, business infrastructure, a solvent domestic market, and well-established channels for cooperation with the whole world.

Hundreds of thousands of English companies and partnerships are registered on behalf of non-residents to be used for trade, investment, pension funds, and asset protection.

However, in addition to legal use, British companies (especially partnerships in Scotland) were too often used for illegal activities and laundering of criminal proceeds. As a result, the UK authorities decided to tighten control over companies by introducing a publicly available register of beneficial owners (for companies and partnerships) and demanding annual reporting.

The owners of the English and Scottish companies from the former USSR countries were especially affected. They are massively suspected of money laundering as about 80 billion dollars was laundered through the Scottish partnerships. And the more investigations are conducted, the more assets are found.

All this affected the efficiency of companies. In some cases, bank accounts were even closed. In addition to that, many companies had accounts in jurisdictions such as Latvia. According to the rules that have been in force for several years, many British companies turned from respected firms into blank check companies and lost their accounts.

A bank account and a more comfortable environment are necessary to continue the business activities, and this is where Serbia and its branches of English/Scottish companies come to the rescue.

Registration of a Serbian Branch for English and Scottish Companies: What Does Serbia Offer?

Why should a company owner in the UK choose Serbia and register a branch? There are a number of reasons for this:

• a possibility to register a branch on behalf of an offshore company
• a possibility for the branch to open an account with a Serbian bank
• branch registration speed (it takes 1-2 months at the most along with the bank account)
• low branch maintenance costs: no annual renewal fee, affordable legal address rent (from 100 euros per month) and accounting costs (from 100 euros per month)
• you do not need to reside in Serbia to register a branch
• at the same time, you can obtain the resident’s status by setting up a business in Serbia (a branch of a British company will do)
• Serbia is planning to join the EU in 2025 (the situation is questionable for 2022, but the country is off to reach the goal)
• 54 treaties on avoidance of double taxation
• you can register a branch remotely, while opening an account will require a personal visit
• developed banking system and considerable experience with financial instruments
• the branch is registered in the Serbian register and receives its own TIN, but it is not considered an independent legal entity
• A possibility to withdraw funds of the parent company to the account in Serbia (say, if the account of the British company is ordered to be closed)

The corporate tax rate on the branch profits is 15%. However, the effective rate can be reduced if reasonable interaction with the parent company is planned.

Now you can take advantage of preferential programs in Serbia. In particular, IT developers can claim 3% of the company’s income tax if intellectual property is developed in the territory of the country. Plus, there are discounts on taxes for employees in 2022. 

Registration of a Serbian branch for English and Scottish Companies: Documents for Registration of a Branch in Serbia

You will need the following documents to register a branch of an English or Scottish company in Serbia:

1. certified copies of the company owners’ passports and proof of residence address
2. a limited power of attorney for company registration and account opening (we will prepare a template for you)
3. the decision of a British or Scottish company to open a branch in Serbia (we will prepare a template for you to comply with the requirements of Serbian law)
4. an extract from the British Register of Companies with an apostille
5. a statement that the parent company assumes responsibility for the obligations of the branch
6. Certificate of Incumbency of the registration agent (not older than 3 months) with an apostille
7. original Certificate of Incorporation (no older than 3 months) with an apostille
8. Statement Confirmation of a Limited Partnership issued by Companies House (UK State Register) – the latest available version with an apostille

These documents should be translated into Serbian and certified.

You will also need a document confirming that the parent UK company has an active bank account. The documents from the bank or payment system can be provided. The peculiarity of the situation is that all the above documents are submitted to the Serbian register. The Serbian specialists are especially particular about the seals and signatures of responsible persons on the form.

Other important aspects to know about the bank account: if the branch is engaged in active commercial operations and the turnover on the account exceeded 50,000 euros, you need to send VAT documents to the tax office and put the responsible person’s signature. You can do it yourself or hire a third-party specialist to act on your behalf.

It should be borne in mind that the requirements of Serbian banks to customers are becoming more and more stringent in line with global tendencies. It is becoming more and more difficult to open a corporate account for non-resident companies. Despite this, it is realistic to open an account in Serbia if the following conditions are met: careful preparation of a full set of documents; preliminary examination of documents by the bank through the Pre-approval service.

It is also important to understand that the range of services for non-residents available in the bank is narrower, so we highly recommend obtaining the resident’s status in Serbia to ensure more comfortable banking conditions. You can do so by establishing a company in Serbia or purchasing real estate.

Since the summer of 2019, Serbia has joined the CRS Standard and started exchanging banking information.

You will open an account for the company much faster if you personally visit the country. If you have a personal bank account in Serbia, it will make things much easier.

Registration of a Serbian branch for English and Scottish Companies: Costs of Company Establishment and Maintenance 

The cost of the service starts from 8,500 EUR.

This price includes registration of a British company’s branch and opening of a bank account. It also includes assistance with the registration of documents, payment of state fees, registration address for 3 months, and TIN.

Additional costs during registration:

• translation of documents into Serbian – 20 euros per page
• appointment of a resident of Serbia as a signatory of documents for the tax office – 1,000 euros per year.

Company maintenance costs from 250 euros per month or 3,000 euros per year, which includes renting a registration address and basic accounting.

Company maintenance for the second year and further on will cost from 3,000 euros per year.

No matter whether we are talking about a personal account or a corporate one, there is one thing you should know when you work with Serbian banks: make several transactions before you become the bank’s permanent and reliable partner. These transactions are always the most sensitive ones, and the bank may have questions about any of them,

The bank representatives will try to contact you to get answers. We encourage you to stay in touch with the bank in the first weeks and months and it is crucial to provide answers within 24 hours. Otherwise, the bank will freeze your transaction, and may simply close the account out of harm’s way after a couple of such situations.

At the same time, we understand that there may be objective circumstances making it impossible for you to respond quickly: vacation, illness of loved ones, or force majeure in business. 

Such reasons are no excuse for the bank, that’s why we offer you to appoint our Serbian office as a backup contact. If the bank has any questions and cannot reach you, it will contact our consultants and ask them to clarify the transaction details. In this case, we will help you resolve the dispute and preserve your perfect reputation with the bank.

You can request this service at the very beginning or refuse it. It’s free for the first few transactions which prove to be the most critical ones. If you decide not to order the service, make sure to constantly stay in touch with the bank to preserve your account.

Registration of a Serbian Branch for English and Scottish companies: How to Register a Branch with a Bank Account

If you have any questions, please the address above to get in touch with us.