The Business Registers Agency (hereinafter: BRA), from May 17, 2023, will only accept applications for the establishment of companies in electronic form, according to the amendments and additions to the Law on the Procedure of Registration in the Business Registers Agency. This means that paper applications will no longer be accepted. Below, you can find answers to the following questions:

  • What is an electronic establishment, and how does it work?
  • differences and advantages compared to the old way of establishing companies.
  1. What is e-registration, and how does it work?

Electronic registration of companies is carried out through a user application on the BRA website. Starting May 17th, 2023, this will be the only way to register companies. Registration is done by submitting an e-application with the necessary documents, which must be digitized and signed with an electronic signature.

CONDITIONS FOR SUBMITTING AN E-APPLICATION:

  1. the applicant must possess a qualified electronic certificate to sign the electronic registration application;
  2. an installed electronic card reader and the NEXU application for electronic signature;
  3. the ability to pay electronically;
  4. an open account on the BRA system to access the application.

A FEW NOTES ON HOW THE SYSTEM WORKS

The e-application system guides the user through the process of filling out the registration application in accordance with relevant regulations. However, the BRA checks the fulfillment of registration conditions after the application is submitted. The application flags mandatory fields and provides more information about each field. It is important to note that the application is registered only with the data entered by the applicant, and there is no possibility to change the data during the registration process.

Additional information on submitting an e-application for registering a company in Serbia:

  • The person who wants to establish a company can submit an e-application, or this can be done by an authorized representative with a power of attorney signed by the future member of the company with his electronic signature. If the applicant is a future member, he will sign the application with his qualified electronic signature. However, if the applicant is an authorized representative with a power of attorney, he will sign the application with his qualified electronic signature, and the power of attorney will be attached in the form of an electronic document.
  • With the e-application, the identity of the applicant and the natural person is verified by the application itself by validating the qualified electronic signature of the applicant.
  • The Memorandum of Association attached to the e-application does not need to be certified by a public notary but has to be in the form of an electronic document signed with an e-signature by a member or representative of the domestic company, if it is a future member.

If the Memorandum of Association is submitted with an electronic application and was previously drawn up in paper form and signed by the founder(s) and certified by a notary, the lawyer who submits the application can digitize the act (convert it into an electronic document) with his qualified electronic signature or seal.

  1. Advantages and differences compared to the previous way of establishing companies

Previously, submitting a registration application for the establishment of companies (LLC, JSC, GP, LP) in paper form, directly at the headquarters of the BRA or by mail, was a common practice. However, with the entry into force of the amendments to the Law on the Registration Procedure at the Business Registers Agency, this practice will no longer be allowed. The registration application for the establishment of a company can be submitted exclusively in electronic form through a special user application. The electronic way of submitting the application is the only permissible and possible way of submitting the application, but only when it comes to the establishment of companies.

One of the differences between electronic and paper registration applications is that the Memorandum of Association no longer needs to be certified by a notary public because it is an electronic act that the founders sign with an electronic signature, thereby confirming their identity.

The benefits of e-incorporation include reducing the cost and time of incorporation, improving and expanding the level of service to citizens, and shortening the agency’s processing time for applications, which contributes to greater efficiency. This practice is in line with the concept of e-administration and the digitization of business across the entire economy to accelerate legal transactions and contribute to environmental preservation. The amendments harmonize company law in Serbia with the law of the European Union, which has shown a strong trend towards digitalization in the last decadeand aims to achieve greater efficiency.