Company Formation in Republika Srpska

One of an entrepreneur’s core tasks is to combine and coordinate business factors to maximize profit, so cutting operating costs must start the moment you decide to launch an activity. This matters because risk follows the entrepreneur from day one, and it can only be cushioned by setting the right balance between expenses and revenue.

Lower costs—coupled with higher revenue—directly boost profit. When forming a company you could splurge on a specialist who completes the registration with minimal effort from you, but is that really an entrepreneurial move? Of course, if you truly lack the skills, hire a professional. Still, under the Companies Act of Republika Srpska, a sole founder of a single-member LLC with a minimum share capital of 1 KM may prepare the founding documents personally. Why not use that option and keep some of the funds you earmarked for registration as working capital—capital that normally drives growth. With years of experience registering legal entities, we’ve written this guide to make the process easier. When founders prepare documents themselves, mistakes often crop up—then the commercial court orders changes, raising costs and delaying registration. Below are the details you must watch so you don’t slip up.

Documents you’ll need for registration:

1. Resolution on company formation × 4
2. Resolution appointing the company director × 1
3. Statement accepting the office of director × 1
4. OP form (certified signature card for founder/director) × 2
5. Certified copy of the founder’s/director’s ID × 2
6. Certificate of settled tax obligations for the founder
7. Certificate of residence for the founder/director
8. Bank confirmation of paid-in capital
9. Fee (payment to APIF)
10. Business-entity registration application

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**Choosing a company name** is step one, because that name appears in every document. Two parts: (1) pick the name—use the local language if possible; (2) check if it’s free. If you use foreign words, the formation resolution must include a translation. If the name is an acronym or invented word, add a “Statement on the meaning of the company name” explaining its origin. Check availability because two companies can’t have identical or confusingly similar names. The online tool http://bizreg.esrpska.com/Home/Dostupnost is only a rough guide. The safest way is to phone the business-register clerk (District Commercial Court Banja Luka – 051 303 250) who will check each option. Have several backup names to speed things up. Name choice often affects business success, so treat it carefully.

**Selecting activities.** Use the official code list with full descriptions. You’ll definitely register your core activity, but we recommend adding related or evergreen activities you might need later. Some founders even include activities future buyers may want. In Banja Luka the number of activities doesn’t raise registration costs, but in some municipalities every activity line is published in the Official Gazette, and you pay 8.19 KM per line. So ask your local APIF office whether all activities are published. Certain activities require ministry consent to be registered, yet no official list exists. From experience we’ve built an informal list of activities that courts often flag. Avoid those unless essential. If you do need one, request consent from the competent ministry (simple letter + one copy of the formation resolution). Approval should arrive within 14 days and must be attached to your documents. Note: the list is neither official nor final—courts may still demand consent or deletion of an activity.

Now you can draft the remaining paperwork.

1. Resolution on formation – the central act. We have a template (ask us) that you fill in, changing all red fields.

2. Resolution appointing the director – names the legal representative. The founder and director may be the same person (often the case in micro and small firms). If needed, founders can later appoint a procurist with limited powers.

3 + 4. Statement of acceptance & OP form. • The statement confirms the appointed director accepts the role and must be notarised. • The OP (certified signatures) lists all legal representatives and their signatures—also notarised. Banks usually need one copy; it’s smart to certify an extra for the VAT/customs office if you’ll register there. Templates are available from us.

After collecting a Residence Certificate (CIPS) and a Tax-Debt Certificate, print all documents in the required copies. Take your ID and go to a notary (contacts here: http://www.notarrs.com/imenik/imenik.html). They will certify everything, including two ID copies (cost ≈ 50 KM). Then visit a bank: deposit the share capital (1 KM) and get a “Confirmation of paid-in capital.” The bank will ask for one notarised copy of the formation resolution and an ID copy. While you’re there, also pay 35 KM to APIF (we can send you payment details).

With the confirmation in hand, the final step is the **Business-Entity Registration Application**. Fill it electronically, not by hand. Follow our point-by-point guide:

1. Check “Establishment.”
2. Check “LLC.”
3. Enter company name, short name (only if in the resolution), and seat; you may skip contact info (will be public).
4. Document title: Resolution on formation; number & date; notary OPU number & date; notary’s name, city, and OPU number.
5. –
6. Property details: mark “ownership” if you own the space or “lease” if renting; enter deed or lease-contract number, owner name, and JMBG/JIB.
7. Check “indefinite duration.”
8. Founder details: name, address, ID number, JMBG.
9. Share capital: founder’s name, cash 1.00 KM, total cash 1.00 KM, total 1.00 KM, capital 100 %.
10. Check “private.”
11. Check “domestic.”
12. Copy all activities from the resolution. Crucial: after each page click “+” to add a new block; otherwise the form will not align properly.
13. Enter the code and description of the primary activity.
14. Add “Foreign-trade transactions within and for registered activities.”
15. Director details: name, JMBG, ID number, place & date of issue, address, position “director,” unlimited authority in domestic and foreign trade.
16. Attachments (tick and list): 1. Resolution on formation; 2. Resolution appointing director; 3. Statement of acceptance; 4. OP form; 5. Certified ID copy; 6. Residence certificate; 7. Tax-debt certificate; 8. Bank confirmation; 9. Application & fee.
17. Select “Filed at APIF counter,” then enter name, JIB, founder title, address, place, date.

Print two copies, sign, attach all documents from item 23, and submit to APIF (they work with clients until 13:00). One copy will be stamped “received.” In 4–5 days you can check status at http://bizreg.esrpska.com/Home/PretragaPoslovnogSubjekta. If after 7 days your name isn’t listed, call APIF—perhaps the judge issued a ruling to fix deficiencies. Sometimes clerks overlook something; occasionally a name deemed free is later rejected as too similar. Even when you think everything is perfect, the court may still find an issue.

Once you learn the company is registered and APIF has your decision ready, complete these final steps:

• Pay the Official Gazette publication fee (APIF will calculate the amount). Payment details:
  Account: 562-099-00004292-34
  Recipient: Official Gazette of Republika Srpska
  Purpose: Publication fee
• Collect the decision and the Activity-Classification Notice from the Statistical Office (shows your primary activity, which determines semi-annual municipal and republic fees; consult your accountant).
• Have a stamp made (30–40 KM, ready in ~1 h). Must show the company name and city; you may include a logo.
• Open a bank giro account (check required docs—most you already have). Once open, your company can operate.

Arrange bookkeeping with an accounting bureau—get several quotes based on your firm’s specifics and expected volume. Many bureaus offer discounts for new companies.

For any questions, email us at office@virtuo.global. By following this guide you’ve founded a company while keeping registration costs to a minimum—best of luck in your future business!