Registration
Procedure for establishing a business in Bosnia and Herzegovina:
1. Establishment Contract / Decision
A doo/Ltd can be established either by an establishing contract or establishing decision. If the company is to be established by one person, this will be made by the establishing decision. If there are more founders, the company will be established by the establishing contract.
The act of establishment must contain the following:
- Name and address of the founders (for individuals), or the name and seat of the founders (for legal entities);
- Name, seat and activity of the new company;
- Amount of original capital;
- Founders’ rights and obligations (management, distribution of profit t, etc.) ;
- Procedure in case that one of the founders did not deposit his share in the specified period or did not fulfill any of his obligations;
- Payment of the costs of establishing (by founders or new company);
- Management and representation of the company (it is necessary to nominate the persons authorized to manage and represent the company and also to submit the application with the documentation and complete other actions required for registration of company in the court register);
- Consequences in case of an unsuccessful establishment;
- Special regulations if the company is being established for unspecified duration of time.
*These are only the obligatory elements of the establishment act. The founders can include all regulations considered as necessary and which are in compliance with the laws on companies.
2. Payment of the initial capital
The next step is to open a deposit-transition account at one of the commercial banks and deposit a minimum founding role. This is a very simple procedure and it refers to the payment of the basic amount, or initial capital.
During the process of establishment of the business entity, when submitting the application for entry into the court registry, depending on the type of the business entity concerned, along with the other documents required for registration, it is also necessary to attach the Certificate of Payment of the founders' equity and the bank (by founder choice) shall issue the Certificate of Payment of the founders' equity.
3. Registration with the competent court
The collected documents necessary for registration need to be given to the competent court, the territorial jurisdiction in accordance with the future headquarters of the company.
The application form, required for the registration of the company with the competent court, is available in any court of competent jurisdiction.
For the registration it is necessary to submit the following documentation(translation of the documentation by the court interpreter is needed):
- Application for court registration (set of forms is available at the court);
- Identity card, passport or an excerpt from the relevant register proving identity of a founder;
- Identity card or passport of the person authorized for representation or presentation of a subject of entry into the registry;
- Establishment contract;
- Statement of the manager confirming the acceptance of the position
- Proof of payment of basic capital;
- Decision on appointment of the person authorized for representation, unless not stated in the deed on foundation;
- Verified signatures of persons authorized for representing the company;
- Proof that foreign company is registered in its home country if the founder is a legal entity or a verified photocopy of passport if the founder is a natural person;
- Proof of payment of court fees.
4. Making of the seal
On the basis of the court's decision on the registration of the company into the court registry, the authorized seal maker creates the seal, which must include the name and address of the company.
5. Open a bank account in a commercial bank
6. Registration of the company and employees at the tax administration
For the registration of the company with the tax administration the following documentation is necessary:
- Copy of the court decision of registration in the court registry;
- Certificate of the competent office for statistic about registration;
- Appropriate form (may be retrieved at competent tax administration according to the seat of the company).
For the registration of the employees the appropriate form for enrolment into the Unified Registration System is necessary and may be retrieved at competent tax administration according to the seat of the company.
7. Obtaining the service permission
After the decision on registration has been reached and the stamp of the company has been created, the next step is to visit the competent authority of the local government in order to obtain a license; this refers to services that are in charge of the business activity within the municipality.
Note: The court registration procedure of establishing a business takes 5 days according to the law (due to technical difficulties the complete procedure in practice may take up to 30-45 days). The costs are as follows: Administrative costs: cca. 500 EUR - Lawyer and notary costs: cca. 500 – 1,000 EUR.