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Branch office or d.o.o.: which one should a foreign company open in Serbia?

A d.o.o. (a limited liability company) is a legal entity, and its members are not liable for its debts. A branch office is a part of the foreign company, and the foreign company is liable without limit for the debts of the branch. Both forms register at APR, the Serbian Business Registers Agency, for 8,000 RSD, and both pay corporate income tax at 15%.

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Key facts

TopicBranch office of a foreign companyd.o.o.Legal basis or source
Legal personalityNoneA legal entityLaw on Companies (ZPD), Art. 567(2) and Art. 139
Liability for debtsThe foreign company is liable without limitThe members are not liable, except under ZPD Art. 18 and Art. 548ZPD Art. 567(3), Art. 139 and Art. 18
APR registration fee8,000 RSD8,000 RSDAPR fee decision, Art. 2, applies since 2026-01-01
Corporate income tax15% on the profit of the branch15% on the worldwide profitLaw on Corporate Income Tax, Art. 2 to 5 and Art. 39
VAT registrationAbove 8,000,000 RSD of turnover in 12 monthsAbove 8,000,000 RSD of turnover in 12 monthsVAT Law, Art. 33 and Art. 38
Annual financial statementsTo APR by 31 MarchTo APR by 31 MarchAccounting Law, Art. 44 and Art. 45
Entry of the beneficial ownersWithin 30 days of the registrationWithin 30 days of the registrationLaw on the Central Records of Beneficial Owners, Art. 2(1) and Art. 7

What is the difference between a branch office and a d.o.o.?

A branch office (ogranak) is a separate part of a foreign company, with no legal personality. A d.o.o. is a legal entity. The Law on Companies (Zakon o privrednim društvima, ZPD) sets the rules for both. A d.o.o. has a director, and a branch office has a "zastupnik" (representative). A d.o.o. needs a registered capital of at least 100 RSD. A branch office needs no capital.

Who is liable for the debts?

The foreign company is liable without limit for the obligations from the business of its branch office.

The members of a d.o.o. are not liable for the obligations of the d.o.o. The Law on Companies makes two exceptions. Art. 18 covers the abuse of limited liability, and Art. 548 covers the members of a company after its deletion from the register.

How are the two forms taxed?

Both forms pay corporate income tax at 15%. The Law on Corporate Income Tax (Zakon o porezu na dobit pravnih lica) treats them as two kinds of taxpayer. A d.o.o. is a resident taxpayer, and it pays tax on its worldwide profit. A branch office is the permanent establishment of a non-resident taxpayer, the foreign company. The branch files its own tax balance and tax return for its profit. It cannot deduct the interest on loans from the head office, or the royalties that it pays to the head office.

Under the VAT Law (Zakon o porezu na dodatu vrednost), a branch office is a permanent establishment of the foreign company. The foreign company is the VAT payer for the supplies that its branch does not make. Each form applies for VAT registration within 5 days when its turnover passes 8,000,000 RSD in 12 months.

Does a branch office keep its own books?

Yes. The Accounting Law (Zakon o računovodstvu) applies to a branch office as it applies to a d.o.o. Both keep books and file regular annual financial statements with APR by 31 March.

The APR fee for the annual financial statements is 1,800 RSD for a small or micro legal entity. A large or medium legal entity pays 4,500 RSD. The APR fee decision does not name branch offices in these fees.

Can a branch office employ staff?

Yes. The Labour Law (Zakon o radu) names a domestic or a foreign legal entity as an employer, so both forms can employ staff. A foreign company can also transfer a manager or a specialist to its branch office. The person must have worked for the company for at least 1 year. Our guide to the single permit from the employer's side explains this transfer.

What is a representative office?

A representative office (predstavništvo) is also a separate part of the foreign company, with no legal personality. The foreign company is liable for its obligations. A representative office can only do preparatory work for the contracts of the foreign company. It makes only the contracts of its own current operation.

The foreign company forms a representative office by a decision of its competent body, and it registers the office at APR for 8,000 RSD. Under the Law on Corporate Income Tax, a place that serves only preparatory or auxiliary activity is not a permanent establishment.

How does a foreign company register a branch office?

A d.o.o. files electronically only, since 2023-05-17. A branch office can file on paper or electronically. These are the steps for a branch office:

  1. The competent body of the foreign company adopts the decision on the branch office. ZPD Art. 573(3) lists what the decision states, for example the name, the address, the main activity and the representative of the branch.
  2. Get an extract from the foreign register, with a translation that a court interpreter certifies.
  3. Get a statement of the foreign company that it takes liability for all obligations from the business of the branch. The competent authority certifies the statement, and a court interpreter translates it.
  4. Get the proof of the account numbers through which the foreign company operates.
  5. Get an Apostille on each foreign certified document. A country outside the Hague Convention, with no bilateral agreement with Serbia, needs a full legalisation. A permanent court interpreter translates each foreign document.
  6. Fill in the single registration form (JRPPS) for a branch of a foreign company. The same form registers the branch in the tax register, and it can include the VAT registration.
  7. Pay 8,000 RSD to the APR account 840-1308664-17, model 97, with the reference number that APR gives.
  8. File the registration on paper at APR or electronically. APR decides within 5 working days of receipt.

What follows after the registration?

A new branch office has these tasks:

  • Register the legal entity account of the branch on eUprava, the e-government portal. A d.o.o. has this account from its APR registration.
  • Enter the beneficial owners in the Central Records of Beneficial Owners within 30 days of the registration. Our guide to UBO registration explains the entry.
  • Register for VAT above the threshold, if the JRPPS form did not include the VAT registration.

How RNDM handles this

Set up in Serbia

We register both forms. For a d.o.o., we prepare the founding act and the registration documents. For a branch office, we prepare the decision on the branch and the JRPPS form, and we order the certified translations. Then we file the registration at APR. After the registration, we enter the beneficial owners, and we give a new d.o.o. its seat address with our registered address (virtual office).

The formation of a new d.o.o. and the registration of a new branch office are part of our Start tier. Start includes a review of your plan, the documents and the registration, the registered address (virtual office), support with the bank account and a list of your first deadlines. For a d.o.o. or a branch office, you get the scope and the price in a written offer before we start. The APR fee is 8,000 RSD for either form.

We handle this: see Company formation Contact usSee the tiers

Sources

The law texts are the consolidated versions on paragraf.rs, to the gazette number shown. All pages were read on 2026-10-17.

This guide gives general information as of the date below. Your case may differ, so ask us before you act.
Last reviewed on . RNDM DOO is responsible for this page.

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