Stipulate a founding act and have it notarized by a notary
Agency: Notary’s Office
The Law on Registration of Business Entities requires that the Founding Act and Statute of the Company are certified by the public notary. The Decision of the Constitutional Court of FB&H (“Official Gazette of FB&H”, no. 30/16) has declared unconstitutional several provisions of the Law on Notaries, including provisions related to the founding act and statute, which created multiple ways of interpreting the legal requirements. While the municipal court in Sarajevo started accepting non-notarized founding acts for companies registration, it is common to notarize the founding acts in compliance with the Law on Registration of Business Entities.
Under the Notary Tariffs of Federation of BiH (Official Gazette of Federation of BiH No. 57/13) the fees for a notary processing of the Founding Act and Statute of the Company notary depend on the value of the company’s share capital as follows:
- Fee in the amount of BAM 300 if the share capital amount does not exceed BAM 50.000;
- Fee in the amount of BAM 350 if the share capital amount is between BAM 50.000 and BAM 100.000; and
- If the value of the concerned legal or any other activity exceeds BAM 100.000, notary is obliged to calculate the fee (in addition to the award of BAM 350) in the amount of BAM 50 for each started BAM 100.000 but not in the amount exceeding BAM 2.000.
Time and cost: 1 to 5 days, BAM 350
Obtain a statement from commercial bank that full amount of the capital has been paid in; pay the registration fee to the budget account of the cantonal court
Agency: Commercial Bank
The founder should pay the amount of the capital to a temporary account at one of the local banks, to be subsequently transferred to the company transaction account after its opening.
Time and cost: 1 day, no charge
Obtain the statement of tax authorities that the founders have no tax debts
Agency: Tax Bureau
Statement of tax authorities, which confirms that the entrepreneur does not have any unpaid pecuniary fines, is provided to the court upon application for incorporation. The statement costs BAM 15 according to art. 18 of the Tariff on fees and charges of notaries of FB&H (Official Gazette of FB&H no. 57/13, available at http://www.notaribih.ba/sites/default/files/tarifa_o_nagradama_i_naknadama_notara_snfbih_57_13.pdf ).
The new Rulebook on Awarding Identification Numbers, Registration, Identification and Evidence on Taxpayers in Territory of Federation of Bosnia and Herzegovina (Official Gazette of FBIH, No. 69/17) abolished the requirement to submit the statement from tax authorities, as the registration court ex officio electronically checks whether the founders and the persons authorized for representation have any outstanding tax debts or fines for offences. The requirement was abolished since October 1, 2017. However, the companies continue obtaining and submitting the certificate in practice.
Time and cost: 1 day, BAM 15
Court registration with Municipal Courts
Agency: Municipal Court
By law, regulated forms must be completed. Forms are available free of charge online at the website of Municipal Court of Sarajevo (http://www.oss.ba/?jezik=bos&x=1&y=73) or alternatively can be purchased at a stationery shop or at the court (BAM 15). After the court registration of the new company, the court informs the Official Gazette to announce the prepared notice.
Companies are automatically registered for membership in the chambers of economy at the state, entity, canton, and regional levels. Since 2004, membership in the Chamber of Economy of the Federation of Bosnia and Herzegovina and the Chamber of Economy of the Republica Srpska is voluntary.
Time and cost: 10 days, BAM 35 (registration fee) + BAM 5 (filing fee) + BAM 150 (publishing fee)
Buy a company stamp
Agency: Official stamp maker
After obtaining the Court’s Decision on the commencement of the business activities, new company will need to make a company stamp. The stamp must contain data identical to the data in the Decision.
Depending on the desired stamp design, price can range between BAM 30 and BAM 50.
Time and cost: 1 day, BAM 40
Obtain the Certificate of the business premises
Agency: Municipalities
The 4 municipalities making up the City of Sarajevo charge BAM 2(Centar), BAM 4 (Novi Grad, Stari Grad) or BAM 10 (Novo Sarajevo) or for this procedure.
The Company founder goes to the municipality, fills out a request form and attaches all required documents (proof of company’s court registration, statement confirming that all business premises fulfill conditions mandated by the law, and notification about the date when the company will start with operations) and the proof of payment of the administrative fee. Then, the time necessary to obtain the resolution on intended activities takes about 10 calendar days.
Time and cost: 10 days, BAM 4
Apply for company tax identification number and register main activities
Agency: Tax Bureau and Federal Bureau for Statistics
When filing an application for statistical and taxpayer numbers simultaneously with the competent tax authorities (according to Regulations on Obtaining ID Numbers [Official Gazette No. 39/02]), the newly incorporated company must submit:
- ID number application form (available at http://www.pufbih.ba/v1/public/upload/obrasci/b8a31-ppl1_rpo_bs_int2.pdf)
- A photocopy of the court resolution (registration);
- The contract on the lease of the business premises;
- Resolution of the competent municipality on the intended activities (this resolution must confirm that certain activities may be exercised at a certain address);
- Copy of the Director of the company’s ID card;
- Copy of the agreement on providing the accountant services.
In the application form for the ID number, it is asked to provide the information on the accountant or a company which will perform accounting activities.
The Rulebook (published in the OG FBiH 02/10) regulates tax registration procedures. In accordance with the Article 8a of Rulebook, respective court and tax administration initiate tax registration by mutual official correspondence and legal entities are obliged to submit required documents (copy of court registry, 2 copies of application form including company’s stamp, and copies of ID cards) after the court registration is completed.
Additionally, the company will submit an application for the classification based on the activities it will perform. The following documents have to be submitted submitted:
- Two filled copies of Form PPL-1 (available at http://www.pufbih.ba/v1/public/upload/obrasci/574ca-ppl1_bs_inter2.pdf);
- Photocopy of a certificate issued by the registration authority (court, ministry);
- JMBG (resident’s ID number) of the director and the owner(s).
Time and cost: 5 days, no charge
Open a company account with commercial bank
Agency: Commercial Bank
According to the Article 6 of the Law on Internal Payment System “Official Gazette of BiH”, No. 48/15 / 06.24.2015. all legal entities are obliged to open transaction account within authorized organizations (banks) and use the funds on that account for their payments in accordance with the above mentioned law. Link for the legal basis: http://www.pufbih.ba/v1/public/upload/zakoni/de252-zakon-o-unutrasnjem-platnom-prometu-sl.nov.br.48-15.pdf.
Due to the anti-money laundering requirements, opening account in commercial bank has to be done by the company’s authorized representative in person.
Time and cost: 1 day, no charge
VAT registration
Agency: Indirect Taxation Authority
Per article 57 of the Bosnia and Herzegovina Law on Value Added Tax, VAT registration is obligatory for companies whose annual supply of goods and services subject to VAT exceeds or will exceed BAM 50.000. It is necessary to submit the Request for registration into the competent VAT registry. The request is accompanied by the following documents:
- Certified copy of the registration into the court registry;
- Certified copy of the certificate of registration from the Tax Administration of FB&H;
- Certified copy of the notification of the Bureau for Statistics;
- Certified copy of the Directors ID;
- Certified copy of the card of deposited signatures from the bank in which the transaction account is opened;
- Statement about the goods to be imported or exported by the firm;
- Statement about the feasibility of estimated turnover and a the evidence on the realization of the same in terms of concluded business contracts;
- Copy of the contract of the lease of business premises for the company seat or evidence of the ownership registered in the land registry;
- Personal ID number for the responsible accountant.
Time and cost: 30 days, BAM 10 (Tax on the request for VAT registration) + BAM 10 (tax for issuing the Decision on registration in the VAT register) + BAM 20 (tax for issuing the Certificate on registration in the VAT register)
Notify the commencement of the business activities to the Cantonal Inspection Authority
Agency: Ministry of Commerce
The company submits the notification on commencement of business activities to the Cantonal Inspection Authority and the inspectors may subsequently make supervision in terms of fulfillment of all conditions for conducting of business activities.
The Law on Internal Trade (Official Gazette of FB&H, no.40/10) regulates that the notification on commencement of business activities should be submitted by the company no later than 5 days before starting to work. The following document should be submitted: court resolution on registration in the registry, statement that the company meets all legal requirements for performing trade activities and notice of the date of commencement of work.
Time and cost: 1 day, no charge
Acquire and register the fiscal device
Agency: Tax Bureau
Article 4 of the Law on Fiscal Systems in Federation of Bosnia and Herzegovina (“Official Gazette of BiH”, number 81/09) defines obligation of companies to record their entire turnover by using the fiscal device, regardless of the method of payment. The law is available at http://www.fbihvlada.gov.ba/bosanski/zakoni/2009/zakoni/50bos.htm .
Based on Article 29, paragraph (2) and Article 51, paragraph (3) point p) of the Law on Fiscal Systems (“Official Gazette of BiH”, number 81/09), Federal Minister of Finance has adopted the Rulebook. The Rulebook lays down procedures and obligations in the process of registering the fiscal device with the fiscal system for authorized manufacturers /dealers, authorized services, authorized repairers, Tax Administration of the Federation of Bosnia and Herzegovina, authorized persons of the Tax Administration, Commission for the Federal Ministry of Finance, competent authorities and taxpayers, the process of initialization, receipt of the fiscal devices by taxpayers, installation of the fiscal system, as well as other technical and technological procedures regarding this process.
In order to acquire and register the fiscal device, it is necessary to submit the request and enclose the documentation such as:
- Certificate of Tax Registration,
- Copy of the ID card of the owner or authorized person,
- ID number, VAT number (if a VAT payer),
- Copy of the ID card of the owner of the space (if the space is rented),
- Company bank account number and name of bank linked to this bank account (in connection with contract with telecom operator).
This procedure is conducted by companies that are engaged in fiscalization.
Time and cost: 18 days on average, BAM 700
Enroll the employees in health insurance with Health Insurance Institute and in the pension insurance
Agency: Tax administration
According to the Article 14 of the Law on Unified System of Registration, Control and Collection of Contributions (Official Gazette of FB&H, no. 42/09 and 109/12, as amended by “Official Gazette of FB&H”, no. 30/16), the company is obliged to register each employee at the Tax Administration one day before the commencement of work at the latest. The following document should be submitted:
- Court resolution on registration in the registry,
- Certificate of the Identification and Statistic number,
- Form JS 3100.
Time and cost: 1 day, no charge
Adopt and publish a rule book on matters of salary, work organization, discipline, and other employee regulations.
Agency: Labor Department
An employer who employs more than 30 employees issues and publishes a rule book which regulates salaries, organization of work, systematization of jobs, the special conditions of employment and other issues important for the workers and the employer, in accordance with the law and collective agreement.
The obligation of issuing the Rulebook is based on Article 118 of the Labour Law in the Federation of Bosnia and Herzegovina (Official Gazette of the Federation of Bosnia and Herzegovina, number 26/16)
Time and cost: 1 day, no charge
