This post will explain you, how to register an LLC in FBiH (Federation of Bosnia and Herzegovina).
The registration process is comprised of pre-registration, registration and post-registration procedures.
PRE-REGISTRATION
#1 PREPARATORY PHASE |
TIME TO COMPLETE | ASSOCIATED COSTS |
| 1. Acquire a certificate from the Indirect Taxation Authority confirming that the founder is not in the VAT system (regional center based on the company’s registered corporate seat) | 5 days | BAM 10 |
| 2. Obtain a residence certificate for the domestic founder or in the case of a foreigner, residence certificate from the country of origin or residence confirmation issued by the local police station | 1-5 days | / |
| 3. Provide a certified copy of ID card/passport or verified copy of the excerpt from the court’s register where the founder is registered (if the founder is a legal entity) | 1 hour | BAM 2/page |
| 4. Attain a certificate from the municipal tax office confirming that founder does not have unsettled taxes and contributions (based on the place of residence of the founder)[1] | 1-5 days | BAM 15 |
PROCEDURE |
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| Choose a company name | 1h | / |
| Verify the availability of the chosen name in the company register | 1h | / |
| Determine the share capital amount (minimum BAM 1,000) | 1h | / |
| 5. Prepare the founding act and Articles of Association in one of the official local languages with verified signatures of founders (prepared by an attorney at law or public notary). In the case of foreign founders, documents shall be vested with confirmation by a certified court interpreter that the content was translated and interpreted by the founders.
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1-5 days | BAM 350-600 |
| Certified court interpreter services | 1h | BAM 50 for each hour started |
| 6. Decision on appointment of the person(s) authorized to represent the company in domestic and foreign trade, if the representative(s) were not appointed in the Memorandum.
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1h | / |
| 7. Verified signatures of authorized persons (OP form)
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1h | BAM 4/ signature |
| 8. Statement of acceptance of director’s duty*
If the director is a foreigner he/she must obtain a residence permit and work permit from the Service for Foreigners BiH. |
BAM 4/ signature | |
| 9. Verified statement of the person(s) authorized to represent the company that they have not been found guilty of a criminal offence and minor offence incompatible with the activities of company management, 5 years from legal validity of a ruling. | 1h | BAM 4 |
| 10. Verified founder’s statement that he/she does not have any shares in legal entities registered in BIH, or if the shareholder has shares in other legal entities in BIH, it is required to deliver proof that all tax obligations of these companies are paid is required. | 1h | BAM 4 |
| 11. Excerpt from the relevant registry showing the ownership over the shares in property and rights, as well as and court expert opinion on the value of the shares in property and rights (for “in-kind”/non-monetary capital). | 1 day | BAM 5-15 |
| 12. Deposit share capital to interim commercial bank account,
one needs to pay in the minimum share capital (BAM 1,000) to interim commercial bank account and provide the court the confirmation.
Share capital payment: bank requires the copy of the founding act to make a deposit. Payment can be made either by the founder(s) directly or by an authorized legal representative. |
1-2 day | / |
| 13. Fill registration application (on predetermined court form), signed by authorized representative of the company (i.e. director).
The signature must be certified by a competent body in the country or abroad, depending on the director’s location and vested with apostille, where applicable. The associated costs depend on whether it is filled in by an attorney at law or a public notary.
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1 day | BAM 600 attorney at law /BAM 350 public notary[2]
Signature verification BAM 4 |
[1] This list is not final, it depends on the nature of the founder, whether it is domestic founder, foreigner, natural or legal person. In each case, it is necessary to consult with the attorney at law or public notary.
[2] These are approximate prices based on the publicly available tariffs. However, it depends in practice.
POST-REGISTRATION
PROCEDURE |
TIME TO COMPLETE | ASSOCIATED COSTS |
| 1. Obtain an ID number from the tax office. You will need to provide two copies the fulfilled RPO_PPL1 form stamped with the company’s official stamp, accompanied by the certified decision on company registration issued by the municipal court, a certified copy of the accounting services agreement and the original or certified copy of the lease agreement for the office space.
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5 days
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No charge |
| 2. Attain statistics number and registration of the main business activity.
Once the company receives its ID number, it can apply for a statistics number and classification of its business activities. You will need to provide wo copies of the fulfilled PPL-1 form, accompanied by the copies of the ID number document and the decision on registration issued by the municipal court and stamped with the company’s official stamp.
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1 day | No charge |
| 3. Acquire service permission at the municipality associated with the company’s registered seat. The company is required to submit a statement exhibiting that it meets the technical requirements for office premises, which is issued by the municipal or cantonal authority (depending on the activities). In order to obtain the certificate for service permission, it is necessary to provide the following:
– filled in form – power of attorney, unless director himself/herself is completing the necessary actions – evidence that the company has office space and equipment (statement from the land registry office, purchase agreement, lease agreement, etc.) – evidence of registration of the director and employees with the Tax Administration – evidence that administrative fees have been paid – expert opinion on noise protection, where applicable – electrical certification (Atest), where applicable – fire protection certificate
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10 days | The 4 municipalities making up the City of Sarajevo charge BAM 2 (Center), BAM 4 (Novi Grad,
Stari Grad) or BAM 10 (Novo Sarajevo) for this procedure. |
| 4. Open a bank account.
In order to open a bank account, it is necessary to attach certified copies of the following documents: – court decision of registration in the court registry – Identification number (JIB) issued by the Office of Statistics – certificate for the identification and customs number (if the company is registered for foreign trade) – certificate from local tax and revenue agency – ID documents for the individuals who are authorized to use the bank account (certified copy of identity card or passport) – certified copy of the signature of the individuals who are authorized to use the account – several statements provided by director and founder of the company, depending on the bank – certified ID documents for founders, if they are natural persons or certified excerpt from the court register if the founders are legal persons
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5 days | Copy and certification documentation = approx. 30 BAM (15 EUR) |
| 5. Register in the VAT system (conditionally).
After the registration, if the owner provides an annual turnover more than BAM 50,000, the company must be registered in the VAT system; but, if an annual turnover less than BAM 50,000 is planned, this is not obligatory and the owner may voluntarily register in it. The owner must submit evidence of the amount of annual turnover. This could be in the form of contact with the client.
The request needs to be accompanied by the following documents: – certified copy of the registration into the court registry – certified copy of the certificate of registration from the Tax Administration of FBiH – certified copy of the notification of the Bureau for Statistics – certified copy of the director’s ID – certified copy of the card of deposited signatures from the bank in which the transaction account is opened – statement about the goods to be imported or exported by the firm – Statement about the feasibility of estimated turnover and the evidence on the realization of the same, in terms of concluded business contracts – copy of the contract of the office space lease for the company seat or evidence of the ownership registered in the land registry – personal ID number for the responsible accountant
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/ | Administrative fee, plus copy and certification = approx. BAM 50
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| 6. Register employees at the Health & Pension Insurance Institute.
According to Article 14 of the Law on Unified Systems of Registration, Control and Collection of Contributions, the company is obliged to register each employee at the Tax Administration at least one day before the commencement of work. The following documents should be submitted: – court resolution on registration in the registry – certificate of the Identification and Statistic number – form JS 3100, filled out |
1h | No charge |
| 7. Notify the Cantonal Inspection Authority on the commencement of business activities. The company submits the notification on commencement of business activities to the Cantonal Inspection Authority and the inspectors may subsequently supervise in terms of fulfillment of all conditions for conducting business activities. The Law on Internal Trade regulates that the notification on commencement of business activities should be submitted by the company no later than five (5) days before starting to work.
The following documents should be submitted: · court resolution on registration in the registry · statement that the company meets all legal requirements for performing trade activities · a notice of the date of work commencement |
1 day | No charge |
| 8. Acquire and register fiscal device.
In order to acquire and register the fiscal device, it is necessary to submit a request and enclose the following documentation: – certificate of tax registration – copy of the ID card of the owner or authorized person – ID number and VAT number (if a VAT payer) – copy of the ID card of the owner of the business premises (if rented) – company bank account number and name of the bank linked to this bank account (in connection with a contract with a telecom operator) This procedure is conducted by companies that are engaged in fiscalization. |
18 days on average | BAM 700 |
| 9. Obtain a customs number. Companies registered for foreign trade activities are obliged to apply to the Indirect Taxation Authority for a customs number. The following original or certified copies of documents are required:
– form ZR1, filled out – decision on the establishment of the company issued by the municipal court – bank confirmation of the company’s main bank account – deposited signatures for authorized signatories – ID card of authorized representative – proof of residence permit for foreigners – passport for the owner or authorized representative as a foreign citizen – power of attorney, where needed
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10 days | Administrative fees BAM 50 and bank fees BAM 10
copies BAM 15 |
| 10. Pay utility fees to the tax office. Utility fees are the income of the municipality, depending on the company’s registered corporate seat. The fees vary from municipality to municipality, and are based on location of the company. | 1 day | BAM 75 |
Fiscal memory devices are electronic devices used to record sales tax owed to a country.[1] They are widely used in many countries around the world, as of 2004 including Russia, Bulgaria, Serbia, Romania, Republic of Macedonia, Albania, Argentina, Poland, Moldova, Bosnia and Herzegovina, Kazakhstan, Armenia, Georgia, Kenya, Tanzania, Malawi and Ethiopia. Fiscal memory devices have the following categories:[2]
- Electronic cash registers,fiscal cash registers
- Printers, fiscal printers
- E-Signs, electronic signature devices
Fiscalization is a procedure used by Porezna uprava (tax administration) to monitor cash transactions and the value added tax (PDV) calculation of a business. This procedure is done over the internet at the time the transaction occurs