BRANCH OFFICE OF THE FOREIGN COMPANY IN SERBIA LAW OFFICE IN BELGRADE FOR CORPORATE LAW BRANCH OFFICE
During the foundation on the company itself or in the course of its further business, a need may occur, to perform activities outside of the registered office of the company`s headquarters, so in such situations opening a branch of a company is the most likely resort.
By Law on commerce, a branch is defined as a separate organizational part of a commerce company on the territory of Republic of Serbia through which the company conducts its business in accordance with the law.
It is important to mention that a branch does not have the status of a legal entity and in legal transactions it acts on behalf of and for the account of the commerce company. Also, for the obligations towards third parties that arise during the branch business , the commerce company that established the branch is liable, and not the branch itself..
A branch can be a branch of a domestic company, as well as a branch of a foreign company. A branch of a foreign commerce company is its separate organizational part through which that company conducts its business in the Republic of Serbia, in accordance with the law.
It is important to emphasize that a branch of a foreign commerce company does not have the status of a legal entity, but in the tax sense it has the status of a resident.
For establishing a branch of a foreign commerce company, the following documentation is submitted to the Agency for Commerce Registers (ACR):
– registration application for establishing of a branch,
– the decision of the competent body of a foreign commerce company about establishing a branch,
– exerpt from the register in which the foreign commerce company is registered, with a translation certified by an authorized court interpreter,
– evidence of the account numbers through which the foreign commerce company does business,
– statement from the authorized person of the foreign commerce company about the takeover of company`s liability for all the obligations arising from the operation of the branch, certified by the competent authority, with a translation to Serbian language certified by an authorized court interpreter,
– evidence of payment of the registration fees for the establishment.
Law office in Belgrade
REPRESENTATIVE OFFICE OF THE FOREIGN COMPANY IN SERBIA – LAW OFFICE BELGRADE
By Law on commerce companies, the representative office of a foreign commerce company is defined as its separate organizational part that can perform preliminary and preparatory actions in order to conclude a legal business of that company. The representative office may conclude only the legal affairs in relation to its current business.
Thus, the representative office in some way represents a foreign company in Serbia and helps it in concluding businesses, for example, by preparing contracts, by marketing activities etc. Besides that mentioned, the representative office could not perform other business or achieve their own revenue.
Therefore, the representative office does not have the status of a legal entity and the commerce company is liable for the obligations towards third parties that may arise during the operation of its representative office.
Having in mind that the representative office can hire employees through labor contract, during registration, it receives the TAX Id ( tax identification number) number that is necessary for registering employees for mandatory social security and for calculation and payment of salaries to employees.
The documentation that is submitted for establishing a representative office is as follows:
– registration application for establishing of a representative office,
– the decision of the competent body of a foreign commerce company about establishing a representative office,
– exerpt from the register in which the foreign commerce company is registered, with a translation certified by an authorized court interpreter,
– evidence of the account numbers through which the foreign commerce company does business,
– statement from the authorized person of the foreign commerce company assuming liability for all the obligations arising from the operation of the representative office, certified by the competent certifying authority, with a translation certified by an authorized court interpreter,
– evidence of payment of the registration fees for the establishment.
Any change in registered data, as well as the deletion of the representative office must be registered in the BRA.
Law office in Belgrade
DIFFERENCES BETWEEN A BRANCH, A REPRESENTATIVE OFFICE AND A COMPANY WITH LIMITED LIABILITY IN SERBIA LAW OFFICE IN BELGRADE FOR CORPORATE LAW
As stated, representative office can only conduct tasks in relation to current business. Therefore, the law quite narrowly defines activities that the representative office can perform. Preliminary and preparatory actions performed by the representative office do not include the conclusion of legal affairs and in such cases, the foreign commerce company appears as a contracting party.
The authorizations of a branch are somewhat broader, however, both in the case of a branch and the representative office, the founder of the commerce company is unlimitedly liable for the obligations towards third parties arising from the business of its branch or representative office.
Within the commerce law, our law office deals with business law and corporate law of a branch and representative office of the commerce company, so in case of need, you can contact us.