A representative office of a foreign company constitutes its separate organizational unit that performs preliminary and preparatory activities for the purpose of concluding legal transactions on behalf of that company. It does not have legal personality and may enter into legal transactions only in connection with its current operations. The foreign company that establishes the representative office is liable for obligations toward third parties arising from the representative office’s operations.

All of the above is stated in Article 574 of the Serbian Companies Act, but what does it essentially mean?

A representative office is an organizational form that does not enjoy full legal personality. In other words, it does not have the status of a legal entity, but only certain attributes relating to rights and obligations. It does not have the capacity to conclude contracts, except those required for its ongoing operations. Nevertheless, a representative office of a foreign company is established by registration with the Serbian Business Registers Agency.

The primary purpose of a representative office is to connect its founder with third parties for the purpose of concluding contracts — an activity commonly known as intermediation. Such intermediation may be carried out exclusively for its founder. As stated in Article 574 — the representative office performs preliminary and preparatory activities aimed at concluding legal transactions on behalf of its founder.

How is a representative office established?

In accordance with Article 575 of the Companies Act, a representative office is established by a resolution of the competent corporate body of the foreign company. This resolution must contain specific information prescribed by law.

The founder is a foreign legal entity that adopts this resolution in accordance with the laws of its home country. The article makes it clear that the representative office must have a representative, but no additional organizational structure or governing bodies are required. The representative office receives its registration number, tax identification number, and must open a bank account with a bank headquartered in Serbia. Article 577 also specifies that the representative office must be registered in accordance with the registration law.

Additionally, Article 20 of the Rulebook on the Content of the Register of Business Entities and Required Registration Documentation prescribes that, for registering a representative office of a foreign company, the registration application must be accompanied by: the resolution of the competent body of the foreign company on the establishment of the representative office, an extract from the register where the foreign company is registered, proof of the bank account numbers through which the foreign company conducts business, and a statement of the authorized person of the foreign company assuming liability for all obligations arising from the operations of the representative office (certified by the competent authority, with an official translation into Serbian by a sworn court interpreter).

How does a representative office cease to exist?

Article 576 regulates the termination of a representative office of a foreign legal entity. A representative office ceases to exist upon adoption of a resolution on termination or upon the termination of the founder (unless, in the case of a status change, the legal successor decides that the representative office will continue operating).

Thus, the first basis for termination is the will of the founder. The founder’s resolution is the basis for deleting the representative office from the register. The second basis is straightforward — if the founder ceases to exist, the representative office ceases as well, except for the amendment introduced in 2018, which allows a representative office to continue operating if the founder ceased to exist due to a status change and the legal successor decides to continue the operations of the representative office. Pursuant to Article 485 of the Companies Act, status changes include mergers, consolidations, divisions, and spin-offs.

Is a non-resident legal entity subject to corporate income tax in Serbia if it establishes a representative office in the territory of the Republic of Serbia?

The answer is provided in the Opinion of the Ministry of Finance No. 413-00-8/2017-04 of February 8, 2017, published in the Ministry of Finance Bulletin No. 2. According to Article 3 of the Corporate Income Tax Law, a non-resident is subject to taxation on income generated through a permanent establishment located in Serbia, unless otherwise provided by an applicable double taxation treaty.

The Ministry further clarifies that when a permanent establishment of a non-resident legal entity (organized as a representative office) performs only preparatory and auxiliary activities for the non-resident, such a representative office is not considered a permanent establishment and is therefore not required to file a tax return or tax balance sheet. However, if the representative office performs activities (i.e., executes concluded contracts) generating revenues or profit in the territory of Serbia, the non-resident legal entity becomes subject to corporate income tax, which means the representative office must file a tax return and tax balance.

Where to begin?

Our law firm specializes in corporate and commercial law. 

To receive proper legal guidance and ensure ongoing compliance with the laws of the Republic of Serbia, it is essential to assess your specific situation and determine a solution tailored to the needs of your business. The articles we publish are general in nature and do not constitute legal advice, but serve informational purposes only.

For more information on the specifics of operating a branch office and a representative office, please read this text.

Disclaimer: This text does not constitute legal advice but represents the author’s personal opinion.