We will provide you with a brief information regarding the procedure for incorporation of a Limited Liability Company (hereinafter: the “LLC” or the “Company”) in Bosnia and Hercegovina (hereinafter: “BH”), with the list of necessary documents for establishment of the LLC. Please note that BH is comprised of two entities – Federation of Bosnia and Herzegovina and Republic of Srpska, whereby each of these entities has its own legislation regarding the incorporation of the LLC and thus, depending on the entity where the LLC will be incorporated, the final list of necessary documents for incorporation may vary.
In order to initiate the procedure for incorporation of the LLC, it is necessary to submit the following documents to the competent Court (hereinafter: the “Registry Court”):
- Registration application for the incorporation of the LLC – by giving Power of Attorney (hereinafter: the “PoA”) to your legal representative he will be authorized to sign and submit registration application.
- Memorandum of Association of the Company (hereinafter: the “MoA”). MoA must be notarized by the competent authority. Some of mandatory elements that the Company’s MoA must contain, include, inter alia: (i) information about the Company’s shareholder(s), (ii) business name of the Company, its registered seat and business activity, (iii) information about the basic share capital of the Company, (iv) information about persons authorized to represent the Company, etc.
- Bank certificate of payment of capital in cash or proof of the monetary value of assets and rights contributed to basic capital of the Company.
In the Federation of BH, the minimum monetary basic share capital of the LLC amounts to BAM 1,000 (approx. USD 580), whereby individual monetary contribution of each shareholder cannot amount less than BAM 100,00 (approx. USD 58). Prior to submission of the registration application at least one half of the subscribed monetary basic share capital must be paid in, whereby such amount cannot be less than BAM 1,000. The in-kind contributions have to be fully contributed prior the submission of the registration application in order for the Company to be able to permanently and freely dispose with them.
In the Republic of Srpska, the minimum monetary basic share capital of the LLC amounts to BAM 1 (approx. USD 0.58) and must be paid in prior to submission of the registration application.
- In case of incorporation of a single shareholder LLC, and if monetary contribution has not been paid-in prior to filing of registration application, along with prior listed documents, it is also necessary to submit a proof on means of insurance for the unpaid amount of the monetary part of the contribution, or for the value of non-contributed in-kind contribution.
- Decision on appointment of the person authorised to represent the Company – this decision is submitted to the Registry Court only in case the person authorised for representation of the Company is not appointed by the Company’s MoA.
- Signature of the Company’s representative on a prescribed form, notarized by competent authority.
- Approval of the competent authority – in case other relevant law determines giving consent, approval, certificate, authorization or other relevant acts as a condition for the registration of the Company with the Registry Court.
- The proof of payment of the registration fee in the amount of BAM 320,00 (approx. USD 180), and the proof of payment of fee for publication of the registration of the Company in the Official Gazette in the amount of BAM 150,00 (approx. USD 86).
- Statement of the Company’s Director for acceptance of his / her duties.
- Statement of the Company’s Procurator for acceptance of his / her duties – in case a procurator has been appointed.
- Excerpt from the Companies’ Registry for the founder of the local LLC. In case if a founder is a natural person, he / she has to submit certified copy of his / her passport. Each of these documents must be notarized and, depending on the country of notarization, also apostilled.
- Statement of the Company’s founder if he / she has shares in another company in Bosnia and Herzegovina. If a founder has shares in another company, it is obliged to submit its tax free certificate.
Process of Incorporation
- MoA of the Company – a document establishing LLC is the MoA. MoA needs to be signed by the authorized representative of the shareholder of the LLC, in the capacity of founder. In addition, the MoA must be notarized by competent authority and also apostilled (depending on the country of notarization) (by giving us the PoA we will be authorized to sign and notarize the MoA).
- Power of Attorney –The PoA must be notarized and also apostilled (depending on the country of notarization).
- Articles of Association of the Company – a document containing specific information about the Company prescribed by the Law, i.e. its business name, registered seat, main business activity, authorised representatives of the Company etc. Shareholder(s) of the Company issue the Articles of Association of the Company within the deadline determined in the MoA of the Company, which may not exceed 60 days as of the day of incorporation of the Company.
The Company must also have a registered seat. Unless the Company owns certain premises, it will have to sign lease agreement for the business premises where the official seat of the Company will be registered.
The Company may perform its activities only within the scope of business activities registered in the Registry Court. However, the Company may perform other activities that are usually performed in relation to its registered business activities to the extent and in a manner this is necessary for the Company’s business, but only if such activities are not performed as a regular business activity of the Company.
Incorporation of the Company means delivering the relevant founding documents and other required documents to the Registry Court. Within 3 (three) days as of receipt of the registration application, the Registry Court will examine whether all required documents have been submitted and if the respective documents have been filed in a form prescribed in accordance with relevant applicable regulation. If the submitted registration documentation is complete, the Decision on registration of the Company is in practice usually rendered within 3 weeks as of the moment of submission of the request.
After the decision on the Company’s registration is issued, we would deliver the registry application to the Office of Statistics and competent tax authority according to the Company’s seat for issuance of the Company’s tax identification number, same as the application for the VAT registration on the state level. If the Company registers the foreign trade activity, we would deliver the registration application also to the competent customs authority for issuance of the Company’s customs number.
After the Company is incorporated, it will be necessary to engage an accountant which will be competent for keeping the Company’s business books, as well as to submit all the relevant applications and reports to competent authorities, as required.
Opening of the Bank Account
For the purpose of opening a bank account it will be necessary to submit copies of the following documents: (i) Registry Court’s decision on the Company’s registration, (ii) Office of Statistics’ decision on the identification number, (iii) Certificate of identification number and customs number (if the Company is registered for foreign trade), (iv) identification documents for persons authorized for the bank account, (v) certified signature of persons authorized for payment operations. However, please note that the list of the necessary documents may vary depending on the chosen bank.
In addition, if the founder of the LLC is a legal entity, for the purpose of opening of bank account it will have to deliver to a bank official documents showing the ownership structure of a founder up to the ultimate beneficial owner.
Below please find list of banks operating in BH:
Federation of Bosnia and Herzegovina:
- Addiko Bank d.d. Sarajevo;
- ASA Bank d.o.o. Sarajevo;
- Bosna Bank International d.d. Sarajevo;
- Intesa Sanpaolo Banka d.d. Bosna i Hercegovina;
- Komercijalno-investiciona banka d.d. V.Kladusa;
- NLB Banka d.d. Sarajevo;
- Privredna banka Sarajevo d.d. Sarajevo;
- ProCredit Bank d.d. Sarajevo;
- Raiffeisen Bank d.d. BiH;
- Razvojna banka Federacije BiH;
- Sparkasse Bank d.d. BiH;
- UniCredit Bank d.d. Mostar;
- Union banka d.d. Sarajevo;
- ZiraatBank BH d.d.
Republic of Srpska:
- NLB Banka a.d. Banja Luka;
- ATOS BANK a.d. Banja Luka;
- Komercijalna Banka a.d. Banja Luka;
- Nova Banka a.d. Banja Luka;
- UniCredit Bank a.d. Banja Luka;
- Nasa Banka a.d. Bijeljina;
- MF Banka a.d. Banja Luka;
- Addiko Bank a.d. Banja Luka.
Registration Time
In practice the incorporation procedure usually lasts around 3 (three) weeks, when all documents have been duly delivered to the competent authority.
In addition, post-registration procedures, on average, last around 2 (two) weeks. Post-registration procedures include:
- Making the Company’s stamp;
- VAT registration (in case the Company intends to have a yearly taxable profit in the amount higher than BAM 50,000 (approx. USD 28,700));
- Opening of bank accounts;
- Registration of employees with the tax authority and social insurance authority;
- Submission of the request for initial fiscalisation;
- Submission of the statement of fulfilment of technical requirements for the beginning of performing the business activity (business premises) to the competent authority depending on the business activity.
