Payment of the Founding Contribution by the Founder of a Limited Liability Company (LLC)

by | Aug 17, 2025 | Accounting, Blog | 0 comments

Establishing a limited liability company (LLC) in Serbia requires each founder (or member) to define their founding capital contribution. One of the key decisions during business registration is whether the capital will be paid immediately or at a later stage.

What Is the Minimum Founding Capital for an LLC in Serbia?

According to the Law on Business Entities, the minimum share capital for an LLC in Serbia is RSD 100. If the company has only one founder, that person must contribute at least RSD 100. For companies with multiple founders, the total combined contributions must equal at least RSD 100, and individual shares are agreed upon internally.

Where Is the Capital Defined?

The founding contribution amount and the total share capital are stated in the:

  • Decision on Incorporation – if the company has one founder, or

  • Incorporation Agreement – if the company has two or more founders.

The founding act must also specify whether contributions are paid upfront or within a later deadline (maximum of 5 years, per law).

How to Pay the Registered Unpaid Share Capital?

Deferred contributions can be paid in cash at the bank branch where the company’s business account was opened. The founder must bring:

  • The founding act (Decision or Agreement)

  • A valid national ID

Upon payment, the bank issues a special confirmation of capital contribution, which is required for registering the payment with the Serbian Business Registers Agency (APR).

What Documents Are Required to Register Capital Payment with APR?

The following documents must be submitted to the APR within 15 days of payment:

  • A completed registration form for capital payment (including Annex 14)

  • The bank certificate confirming the payment

  • Proof of payment of the registration fee

Submission can be done in person or by mail.

How to Check If Founding Capital Has Been Paid?

You can verify the payment status of your contribution on the APR website:

  1. Go to apr.gov.rs

  2. Use the Unified Search to find your company by its name or registration number

  3. Click on “Details” → Section 11: Members

  4. Check the lines marked Registered Capital and Paid-In Capital

  5. If the paid-in amount equals the registered capital and includes a payment date, the contribution has been successfully completed and registered

If no “Paid-In” entry or date appears, then either:

  • The contribution hasn’t been made yet

  • The contribution has been paid but not registered with the APR

What Happens If You Miss the Deadline?

If your company was founded in 2019 or earlier, the 5-year deadline to pay unpaid capital has likely already expired. Failing to register paid capital within the deadline can lead to legal and administrative issues. It is strongly advised to complete the payment and registration promptly.

Can You Use the Paid Capital Immediately?

Yes. Once the contribution is paid, the money appears in your company’s business account and can be used freely for business operations.

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