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How to establish a Limited Liability Company (LLC/doo) in Bosnia and Herzegovina

February 10, 2018June 19, 2022
How to establish a Limited Liability Company (LLC/doo) in Bosnia and Herzegovina

If you plan to establish a business, one of its most convenient forms is a limited liability company (LLC/d.o.o.).

Limited Liability Company (BCS. d.o.o., Ger. Gesellschaft mit beschränkter Haftung or GmBH) is a company in which every member has a share in the company’s capital and bears the business risk only for the value of his/her invested share. It is a business structure established by a founding document or a founding contract by one or more domestic/foreign natural and/or legal entities with initial capital split into equity accounts.

Therefore, the responsibility for the business is limited, and the founder(s) is (are) not held responsible for the company’s liabilities on the basis of his/her personal assets, but only based on the value of the invested share. This particular feature makes LLC one of the most common types of business entities in Bosnia and Herzegovina.

How to register an LLC?

The required steps for establishing an LLC in the Federation and in the Republika Srpska, as well as how much it all costs:

In the Federation of BiH

Pre-registration

Step 1: Choose a company name

Step 2: Check in the court company register whether the selected name is available

Step 3: Set the amount of the share capital

The minimum share capital for an LLC amounts to 1,000.00 (one thousand) BAM. If there are more company founding partners then this amount is divided by the number of partners concerned, provided that a minimum contribution of each partner should not be lower than 100,00 (one hundred) BAM.

Step 4: Composing a founding act

The primary and most important document for an LLC is its foundation contract.

A founding act can be in the form of either a founding contract (for more founders) or a founding document (one person). It is composed by a notary public and it must contain the following data:

  • Full name and address of the founders (if a foreign company is a founder then the name and the main address of that company);
  • Amount of the initial stock of capital (a minimum amount stipulated by law is 1,000.00 BAM);
  • Name of founder(s);
  • Director, management and representation of the company (nomination of persons authorized to manage and represent the company, and submission of these data for inclusion in the company registration maintained by the court company register);
  • Company name, main office, and planned activities;
  • Company members’ rights and obligations (business policies, profit distribution, etc.);
  • Procedure in case one of the founders does not deposit his share within the specified deadline or does not fulfill any other agreed obligation;
  • Payment of establishment costs (by founders or by the new company);
  • Consequences in case of an unsuccessful establishment;
  •   Founder’s or authorized representative’s verified signature needed for a company registration in BiH (verification of the signature is done by a notary public).

* The Director of an LLC can be formally employed elsewhere, and in such case must already have his health/social insurance covered, and cannot hold a full-time director position in another company. However, it is possible for a director not to be employed, but in that case, the company has to have at least one formally employed person.

** If the director of a company in Bosnia and Herzegovina is a foreign citizen, then he/she must register their residence in BiH and obtain a work permit.

Step 5: Depositing initial capital in a bank

You will pay the minimum initial capital to a transitional account at any bank in BiH (you need the bank payment slip as evidence which you will submit to the court). The initial capital payment can be made either by the founder(s) directly or by their authorized legal representative.

The payment can be done directly or through the authorized legal representative.

* If someone else is making the payment, a written statement should be prepared stating that the payment is being made on behalf of the founder (name of the founder).

Registration

Step 1: Registering the company at a municipal court

The registration is performed at the department for registration of legal entities:

Data entered in the court register includes the establishment, merging and termination of a registered  entity, the establishment and termination of a part of a registered entity, all status changes including changes in the form of organization of a registered entity, data about a registered entity that is relevant for legal correspondence and changes thereof, data on bankruptcy and liquidation procedures, data on initiated procedure for removal of a registered entity, as well as other legally prescribed data.

Registration requires submitting the following documentation (translation of documentation into one of BiH official languages made by an authorized court interpreter):

  •  Application for court registration (a set of forms is available at the court or on the court’s web page);
  • Founding act;  
  • Evidence of payment of initial stock to a transitional bank account;
  • Evidence of payment of court administrative fee, and of payment of an administrative fee for publishing of notice on company establishment in the Official Gazette of the Federation of BiH, or the Official Gazette of Republika Srpska (depending in which BiH entity the company is established);
  • Certificate from the Tax Administration Office that there is no debt;
  •   Verified signature of the persons authorized to represent the company in internal and external affairs – the signature is verified by a notary public;
  • Statement of consent by the director – accepting the duty (prepared by a lawyer or a notary public, verified by a relevant municipality or a notary public).

Step 2: Pay administrative fees and obtain a court decision on company registration

Step 3: Getting a company stamp

Pursuant to your company’s registration, you will have to order a stamp with your company’s name.

In order to order a company stamp, it is necessary to submit the court decision on company registration in the court registry. The name and the address of the company must be indicated on the company stamp.

COST: between 30.00 (thirty) and 50.00 (fifty) BAM (approx. 15.00 to 25.00 EUR)

Step 4: Sign a contract with a certified accountant and a contract on rent of premises

Post-registration

Step 1: Obtaining statistical, ID number, and an activity code

After completion of the registration, you should register your company in the Register of Companies at the Institute of Statistics. A request for an ID number (which is the “identity card” of your company), and a request for a notice on activity code classification should be submitted to a competent tax administration office.

Step 2: Registering in the VAT system (optional)

After obtaining an identification number, the company must be registered in the Registry of taxpayers of indirect taxes if the company plans to achieve an annual turnover higher than 50,000.00 (fifty thousand) BAM. In such case, the company founder or authorized representative is obliged to present proof (e.g. a contract with a client) that in the following year the company will have a turnover higher than 50,000.00 (fifty thousand) BAM.

COST: Administrative fee + Copies and validation of documents = approx. 50.00 (fifty) BAM (25.00 EUR)

Step 3: Opening a bank account

In order to open a transactional account at a bank, it is necessary to submit certified copies of the following documents:

  •   Court decision (not older than six months) on company registration in the court registry;
  •   Decision on identification number issued by the office for statistics;
  •   Certificate on main ID and customs numbers (if the company is registered for foreign trade);
  • Identification documents for persons who should be granted authorization to use the new account;
  •   Certified copy of the signature of persons authorized to use the account.

PRICE: Copies + certification of documents = approx. 30.00 (thirty) BAM (15.00 EUR)

Step 4: Payment of utility services tax

Step 5: Composing an employment contract for employees

Step 6: Registration of the company and its employees at a competent tax administration office

For registration of the company at the tax administration office concerned, the following documentation is necessary (originals or certified copies):

  •   Copy of court decision on registration in the court registry
  •   Certificate and decision on the ID number
  •   Appropriate application form for the company

For employee registration, the following documentation is necessary:

  •   The appropriate form for enrolment in the Unified Register (may be found at a competent tax administration office based on the company’s main office address).

COST: There are no costs (you already paid all of this).

Step 7: Applying for initial fiscalization

Companies must have their own fiscal cash register.

COST: Cash register device + connection = approx. 700.00 (seven hundred) BAM (approx. 350.00 EUR)

Step 8: Obtaining a service permit

You need to submit to the appropriate municipal or canton authority (depending on your company’s activity) a statement that, in order to start delivering your company’s services, you have met the technical requirements for your office space. In order to obtain the service permit you need to submit the following:

  •   Application for a permit;
  •   Power of attorney, unless a company director is undertaking necessary actions personally;
  •   Evidence that the company has both office space and equipment needed (statement from the land registry office, purchase agreement, lease agreement, etc.);
  •   Evidence of registration of the director and employees with the tax administration office;
  •   Evidence that administrative fees have been paid;
  •   Expert opinion on noise protection;
  •   Certificate of compliance for internal wiring (atest – issued by a licensed electrical company);
  •   Fire protection certificate.

* Slight variations in procedure on obtaining a service permit may exist, depending on the municipality.

NO COSTS

To summarize, the overall costs of establishing an LLC business include:

  • Administrative costs: approx.  500.00 (five hundred) EUR;
  • Lawyer and notary public fees: between 500.00 (five hundred) EUR and 1,000.00 (one thousand) EUR.

Registration takes 15 to 20 days from the date of submission of complete documentation to a court until obtaining the court decision on registration in the court register of companies.

Once you pass these seventeen steps, the next step is to start your business. GOOD LUCK!

In the Republika Srpska

Registration steps – an LLC with one member, with a minimum of initial capital amounting to 1.00 (one) BAM:

Step 1: Choose a company name

Step 2: Check in the court company register if the selected name is available

Step 3: Establish the amount of initial capital

Minimum initial capital for an LLC (Ltd) amounts to 1.00 (one) BAM.

Step 4: Visit a notary public/founding act verified by a notary public

Engaging a notary public with a copy of your ID card, and agreeing on the name of the future business company. Availability of the company name will be checked by the notary public in the court register. The notary public verifies the founding document, i.e. the signatures of the founder(s) and authorized representative.

Step 5: Verification of personal documents and signature(s)

Visit a municipal administrative office to verify copies of both the company owner and its authorized legal representative’s personal identification card/passport (administrative fees for verification up to two BAM per page) respectively, and verify a signature of the legal representative who will be responsible to represent the company (administrative fee for verification of signature amounts to ten BAM).

Step 6: Registration of your business – one-stop shop provided by the Agency for intermediary, IT and financial services (APIF)

Notary/founder/legal representative submits an application for the registration to the Agency for Intermediary, IT and financial services (APIF) with all necessary documents (i.e. a founding act processed by a notary public, a verified signature of the legal representative, verified copies of the owner’s and legal representative’s ID card/passport). The first registration is free of charge. Publishing of a notice on company registration in the Official Gazette of RS amounts to 7.00 (seven) BAM per line. Administrative tax charged by APIF amounts to 35.00 (thirty-five) BAM. If all requested documentation is submitted, APIF will act within the legal deadline of 3 days and complete the registration. The registration procedure envisages that the business entity concerned is registered at the RS Tax Administration Office, i.e. that a unique company identification number (JIB) is allocated to it, and that classification of business activities is completed for the company.

Step 7: Collecting a court decision and a notification on the classification of activities from APIF

Step 8: Obtaining a company stamp

A stamp is manufactured by an authorized stamp manufacturer, to whom a copy of the court decision must be submitted, along with its original for inspection. An average cost of a stamp is to 40.00 (forty) BAM. A company stamp can be made in one day.

Step 9: VAT registration

VAT registration refers to companies with expected annual turnout exceeding 50,000.00 (fifty thousand) BAM and legal entities who registered foreign trade activity. Visit the Indirect Taxation Authority of BiH to complete your company’s VAT registration (related to customs, excise taxes or freight forwarding). Necessary documentation for VAT registration includes a validated copy of the court decision on company registration concerned, JIB, and a specimen card with authorized signatures.  

Step 10: Prepare employment contracts for employees

Step 11: Registration of a company and its employees to a tax administration authority

It is necessary to register employees at the Tax Authority of RS by completing the forms mandated by the law, and then collect a certificate on registration.

Step 12: Fiscalization

You need to engage an authorized retailer of fiscal devices/cash registers in order to sign a contract, choose a device that suits the needs of your business, as well as submit your company’s initial request for fiscalization.

Number of days needed: 5

Step 13: Opening a bank account

In order to open a transactional account at a bank, it is necessary to submit certified copies of the following documents:

  •   Court decision (not older than six months) on company registration in the court registry;
  •   Decision on identification number issued by the office for statistics;
  •   Certificate on main ID and customs numbers (if the company is registered for foreign trade);
  • Identification documents for persons who should be granted authorization to use the new account;
  •   Certified copy of the signature of persons authorized to use the account.

Is A Foreign Representative Office In BiH Option?

If you intend to do business in BiH and conclude contracts with domestic and international clients, then a Foreign representative office format is not a suitable type of business for you.  Namely, its limitation is that this type of business does not have legal entity status.

This means that a foreign representative office cannot conclude agreements on behalf of its founder. A foreign entity can establish a representative office in BiH in order to carry out market research, informative and promotional activities, or for representation purposes only. Representative offices of foreign air transportation companies are exceptions as they can carry out sales of transportation services in accordance with bilateral agreements and international conventions signed or acceded to by Bosnia and Herzegovina.

A representative office becomes operational after it is registered in the Register of Foreign Representative Offices maintained by BiH Ministry of Foreign Trade and Economy. It is the responsibility of this Ministry to make its decision on registration within 10 days from the date when an application for registration is filed.

Instead of a representative office, a foreign company may establish a Limited Liability Company (LC/Ltd) and thus have access to all rights ensured for domestic legal entities.