How to register a Company in FB&H

Registering Limited liability company (LLC-D.O.O.)

Limited liability company (LLC-D.O.O.), Gesellschaft mit Beschränkter Haftung GmBH) is a company in which every member of the company has a share in the company's capital and carries the risk of doing business only to the extent of that shareholding. Thus, the responsibility for the business is limited, so the founder or several of them do not correspond to the company's obligations with the personal property, but only the amount of the unlisted share. This is exactly the d.o.o. makes it one of the most common forms of business.

How to register d.o.o.?!

Below the text we present you the steps you need to undertake to establish d.o.o. in the Federation, as well as how much it costs.

Step 1: Composition of the founding act

The basic and most important document for d.o.o. is his founding act
The founding act may be in the form of a decision (if it is a founder) or in the form of a contract (if there are more founders). Each founding act has its mandatory parts. The founding act is drawn up by a notary and you must provide the following information:

  • name and surname and address of the founder of the company (if the founder is a foreign company then the name and address of the company is stated)
  • how much is the initial starting capital amount (the minimum amount prescribed by law is 2,000 KM),
  • who is the founder / who are the founders,
  • who is the director, the management of the business and the representation of the company (appointment of persons authorized to conduct business and representation as well as to register the company in the court register)
  • which is the name of the company, the head office and the activity whereby the company will deal with the rights and obligations of the members of the company (business policy, profit distribution etc.)
  • a procedure in the event that one of the founders of the company does not pay its stake in the money until the agreed deadline or does not fulfill any other agreed obligation
  • settlement of costs of founding a company (by a founder or a new company)
  • the consequences of the unsuccessful founding of the company
  • Certified signature of the founder or authorized representative for the registration of the company in BiH (signature verification is done by the notary)
    * Director of d.o.o. must be health / socially insured and can not perform the function of the director and in any other company except half-time.
    If a manager of a company in BiH needs to be a foreigner, then he must apply for a place of residence in BiH and obtain a work permit.
  • If d.o.o. establish two or more natural persons, it is necessary to conclude the Treaty on Founding d.o.o.

Step 2: Pay Funding Equity

Minimal Founding Capital for d.o.o. is 2.000 KM, you pay this amount to the transitional account of one of the banks in BiH (You will need the payment as evidence to file with the court).
The founder / founder can make the payment of the basic capital either directly or via a proxy.

Step 3: Registration with the Municipal Court

Registry for Legal Entities.

  • application for registration (forms can be downloaded at the court or on the court page)
  • founding act;
  • dproof of payment of principal to temporary bank account;
  • proof of payment of court fees and confirmation of payment of the fee for publishing the advertisement of the founding of the company in the FBIH Official Gazette or RS Official Gazette;
  • tax administration certificate on non-existence of debt;
  • Certified signature of persons authorized to represent the company in internal and external traffic - signature signed by notary
  • Statement by the Director on the Acceptance of Duties (constitutes and verifies the Notary).

Step 4: Making a Stamp

After completing the registration, make a seal on the name and address of your company.
In order to create a seal, it is also necessary to enclose a copy of the decision on registering the company in the court register.

Step 5: Obtain a statistical, ID number, and activity code

Once the registration has been completed, you need to register your company in the Register of Companies at the Statistical Office. Apply to the Tax Administration a Request for Identification Number (representing your company's "ID Card") and Classification Notices on the Activity Code.

Step 6: Login to the VAT system

After obtaining an Identification Number, the Company must be entered in the Register of Indirect Taxpayers if it is planning to realize an annual taxable turnover of more than 50,000 KM

Step 7: Opening a Transaction Account in the Bank

To open a giro account at the bank, you must provide copies of the following documents:

  • decisions on enrollment in the court register (can not be older than 6 months)
  • Identification Number Solution
  • certificate of origin and customs number (if you have registered for foreign trade)
  • ian identification document for persons who need to obtain a power of attorney for a giro account that opens
  • a certified signature of authorized payment service providers

Step 8: Appointment of Company and Employees in Tax Administration

To report to a company at the appropriate tax authority, you need the following documents (originals or certified copies)

  • Decision on registration in court register
  • Verify the resolution of the parent / identification number
  • a completed application form for the company

NO COSTS (this is all you already have)

Step 9: Submitting a Request for Initial Fiscalization

PRICE: fiscalization + fiscal device = approx. 700 KM

Step 10: Submitting a statement on the fulfillment of the technical conditions for starting a business

activity (business area) to the competent municipal or cantonal authority (depending on the activity)

Time period of registration d.o.o. from submitting complete documentation to the Court until the Solution is received is 15-25 days

Once these ten steps are met, your eleven step is to start doing business. GOOD LUCK!

1. Submitting a written request to issue a trade license - municipality service (). You submit the request after acquiring all other necessary documents as listed in the steps below.
2. Certificate of citizenship, birth certificate, and a certified copy of your identification card.
3. Submitting a request to issue a certificate of working ability in the centre for social services of the municipality where you reside.
4. A certified diploma and/or degree and qualification exam.
5. A permission for a business space - municipality department of urbanism
6. Tax certificate which confirms you have no other business activities in which you haven't paid your due taxes - Tax administration.
7. Acquiring a certificate that you don't have employment - Tax agency. The certificate is necessary as proof that your own economic activity is your base profession.
8. Submitting a request to the municipality court for misdemeanor, in the place where you reside, to issue a certificate that you are not banned from your desired activities.
9. Proof of paying the administrative fee for founding a trade.