Steps before registration of Ltd. in the Commercial Register
Prior to the company´s registration in the Commercial Register is the first step setting up a company. The company is constituted based on Memorandum of Association which is signed by all founders. The authenticity of the signatures of shareholders (founders) on the Memorandum of Association must be notarized. Memorandum of Association may also conclude plenipotentiary who is authorized by power of attorney on which must be also notarized signature of principal. This power of attorney shall be attached to the Memorandum of Association. Memorandum of Association may also determine that the company issues the statutes in which will be governed the internal organization of the company and more specifically covered some of the issues contained in Memorandum of Association.
The company may also establish one founder, then the Memorandum of Association is replaced by the Deed of Incorporation. Deed of Incorporation contains the same elements as the memorandum of association.
Registration of Ltd. in the Commercial Register
The company arises on the day on which it was entered in the Commercial Register. Application for registration of the company in the Commercial Register shall be filed within 90 days from the constitution of the company or the receipt of documents demonstrating trade or other business license. Application for registration of the company in CR shall be filed on a form established by Decree of the Ministry of Justice of SR. A model of this form can also be found on the website of the Commercial Register. The place of jurisdiction of application for registration of the company in the Commercial Register is the district court at the seat of regional court in whose district the legal entity has its registered office. Application for registration of the company in the Commercial Register shall be filed and signed by all managing directors of the company and the signatures must be notarized.
Attachments to the application of registration of the company in the Commercial Register
In addition to the application for registration in the Commercial Register are also filed Annexes. Annexes are the Deed of Incorporation or Memorandum of Association or statutes, if issued, specimen signature of managing director, contract of lease or title deed to the property that shall be registered seat of the company, deed to demonstrate business license to carry out activities (trade certificate), in the event that the implementation of this activity requires authorization. This does not apply only if the implementation of this activity does not require authorization or if the business object is provided by a special law. All documents in the case of certified proposal shall be accompanied by two copies, one for the Commercial Register, the second for collection of deeds.
From 1.3.2014 it is necessary to accompany the application for registration bank statement showing the repayment of capital.
The application shall also be accompanied by a proof of payment of court fee of € 331.5.
To register the company in the Commercial Register are register courts required within two working days of the submission of a complete application.
Electronic submission of registration in the Commercial Register
In electronic filling the application for registration of Ltd. in the Commercial Register is not required certified power of attorney of principals – managing directors. Similarly, the fee is halved, i.e. € 165.75.
The period for filling shall be calculated from the day of pairings of payment before the competent court. To the statutory of 2-day period for filling shall not be counted days from the submission of the application during which takes place the processing of payments, to extend the process of registration for a further 2-3 days.