ASSUMPTIONS
This part of the guide assumes that you are planning to register a limited liability company (LLC).
It is also assumed that your LLC will employ a minimum of 15 people and that turnover will exceed BAM 50.000.
You will need initial capital of BAM 1.000.
It is estimated that a minimum of BAM 1.360 is required for various applications, fees, registration, stamp design and other procedures.
Note: Take into account the costs of document certification, which depend on the activities of the firm, and other costs such as lease of office space, furnishing, etc., which are not included in the aforementioned amount.
While you are waiting for certificates, permits and other documents, create and certify multiple copies of documents that you will need for other procedures including: a copy of a director’s ID and a copy of an ID card of the owner(s), and their Certificates of Residence Registration.
You will need a Decision on Registration in the Court Registry for several procedures and it is advised to make few certified copies.
Make several certified copies of the Certificate of Tax Registration, Certificate of VAT Registration and Notice of the Agency for Statistics of Bosnia and Herzegovina on Classification of the Subject Based on Activities.
THE FOUNDING ACT
The first step you need to take is to create a Founding Act. A notary will do it for you. It takes approximately five days and it costs BAM 350. A notary must receive a Certificate of No Criminal Conviction of a director of the company from the Ministry of Interior to begin their work. A Founding Act must be certified. While you are waiting for its preparation, use that time to make several copies of the ID cards and Certificate of Residence Registration of managers and owners and certify them. PAYMENT OF
FOUNDING CAPITAL
In the meantime, you can make the payment of the founding capital and rent a business space. Payment will be made on a temporary account of the commercial bank of your choice. The bank will later transfer the funds to the account of your company, in accordance with the Court’s Decision. When doing so, ask the bank to issue you a payment receipt. Depending on the internal rules of the bank, the procedure can cost up to BAM 10 and lasts one day.
TAX CLEARANCE
According to Article 19 of the Rulebook on Assigning Identification Numbers, Registration and Identification and Records of Taxpayers on the Territory of the FBiH (“Official Gazette FBiH, No. 69/17 and 17/18”), the Tax Administration (TA) shall allocate the relevant identification number of the taxpayer after determining that its founder or owner has no outstanding tax liabilities under its jurisdiction. If the TA determines that the founder or owner has outstanding tax liabilities, the TA will suspend the process of assigning the identification number of the taxpayer until the settlement of tax liabilities is done. LEASE OF
THE BUSINESS PREMISES
If you do not own an office space, you can use the waiting time to find the one that suits your needs and rent it.
REGISTRATION OF THE COMPANY AT THE MUNICIPAL COURT
After the Founding Act is created and certified, the next step is the registration of the company, which can last up to 10 days. You need to complete the application form for the registration of business entities. The form can be downloaded from the following link:
http://www.oss.ba/dokumenti/Prijava_Reg.pdf
Deposit the following court fees: court fee of BAM 35 for the Decision on Registration of the Establishment of the Company and court fee of BAM 5 for submission of census data for publication in the “Official Gazette of Bosnia and Herzegovina”. Furthermore, you will need to pay BAM 150 for the publication in the “Official Gazette of Sarajevo Canton”.
For this procedure, you will need several documents including: the certified Founding Act, the completed application form (which should be certified and signed by an authorized officer of the Municipal Court in printed form), payment receipt for the founding capital and a Decision on the Appointment of an Authorized Representative of the Company, if one was not mentioned in the Founding Act.
MEMBERSHIP IN THE CHAMBER
If you plan to export, you will receive a notice from the Foreign Trade Chamber of Bosnia and Herzegovina that you automatically became their member. Membership in the Chamber of Economy of Sarajevo Canton is voluntary. Chamber of Economy takes care of its members and will be happy to welcome new members and help them find their place in the market.
OBTAINING THE CONSENT ON THE USE OF BUSINESS PREMISES
The Consent on the Use of Business Premises can be obtained at the competent department of the municipality in which the company is settled.
There you need to fill the application form and enclose the following documents: Court’s Decision of Registration into the Court Registry, Statement of Meeting Legal Requirements to Perform the Activities, as well as Announcement of the Date of the Beginning of Operations. For this consent, you will need to pay BAM 10 of the administrative fee and wait 10 days. During those 10 days, you can do several things: make the stamp and announce the commencement of the business activities to the competent inspection authority of the Sarajevo Canton.
MAKING THE STAMP AND NOTIFYING THE INSPECTION
Making the stamp is a simple procedure. You will need a Court’s Decision of Registration into the Court Registry, which you should give to the stamp maker. Making a stamp lasts one day and costs between BAM 30 and 50, depending on what kind of stamp you prefer.
BEGINING OF OPERATIONS
You are obligated to visit Inspection of Sarajevo Canton up to 5 days from the beginning of operations. You will need: Court’s Decision of Registration into the Court Registry, Statement of Meeting Legal Requirements to Perform the Activities and Announcement of the Date of the Beginning of Operations. This procedure is free and it takes one day.
REGISTERING FOR THE TAX ID NUMBER
After receiving the Decision from the Court, you are obligated to apply at Tax Administration of FBiH to obtain the ID number and Notice of the Agency for Statistics of Bosnia and Herzegovina on Classification of the Subject Based on Activities, no later than five days upon the receipt of the Decision. On this occasion, you are required to submit the following: two copies of the filled application form to obtain an identification number (JIB); Tax Registration Form for Legal Entities (form RPO_PPL1 can be downloaded from the website of the Tax Administration), a copy of the Court’s Decision on Registration into the Court Registry and a copy of the ID card of the director of the company.
It takes five days to get the ID number (JIB) of your company. This procedure does not require financial expenditures.
BANK ACCOUNT
For this procedure, you will need one day and a substantial amount of documentation. You will need the Court’s Decision on Registration into the Court Registry, not older than six months. T
he next you will need to submit includes:
Notice of the Agency for Statistics of Bosnia and Herzegovina on Classification of the Subject Based on Activities, then the Founding Act or its certified copy, Certificate of Tax Registration or its certified copy and Articles of Association of the Company with the original stamp. In addition, you will need: a certified copy of the identity card (ID) of a director, a certified copy the ID card of one of the founders who has at least 10% equity interest, a certified copy of Certificate of Residence Registration of a director (CIPS), a copy of the Certificate of Residence Registration of an owner with a minimum 20% stake in the company, identity cards of persons who will be authorized signatories and certified copies of the Certificate of Residence Registration of authorized signatories.
REGISTERING AT THE VAT SYSTEM
If you estimate that you will achieve a turnover greater than BAM 50.000 annually, you are required to register into the VAT system. Entering the VAT system takes a minimum of 15 days and the competent institution is the Indirect Taxation Authority of Bosnia and Herzegovina (ITA). The procedure costs in total BAM 40 and incorporates: the fee for an Application for Enrollment in the Unified Register of Indirect Tax Payers (BAM 10), the fee for the issuance of Decision on Registration and Enrollment in the Unified Register of Indirect Tax Payers (10 BAM) and the fee for the issuance of a Certificate of
Registration and Enrollment in the Unified Register of Indirect Tax Payers (BAM 20). You need to file the form (called ZR1) in ITA and you should enclose the following documents: a certified copy of Court’s Decision on Registration into the Court Registry, a certified copy of the Certificate of Tax Registration, Notice of the Agency for Statistics of Bosnia and Herzegovina on Classification of the Subject Based on Activities, certified copy of director’s ID, a certified copy of the signature specimen card from the bank where the transaction account is opened, Statement about the Goods to be Imported or Exported by the company, Statement about the Feasibility of Estimated Turnover and the evidence of the realization of the same in terms of concluded business contracts, a copy of the business premises leasing contract, or an evidence of the ownership registered in the Land Registry and personal documents of a responsible accountant. The Indirect Taxation Authority introduced certain changes at the beginning of 2018 and enabled large taxpayers to apply for value added tax and excise taxation electronically. It is expected that other taxpayers will soon be able to fulfill their obligations this way.
REGISTRATION OF EMPLOYEES AT THE TAX ADMINISTRATION AND RULEBOOK
In order to register employees, you will need one day. You are required to register each of them before they start to work. Registration of employees in a Unified System shall be submitted on the appropriate form and shall be made at the Tax Administration of the Federation of Bosnia and Herzegovina. This procedure does not require financial expenditures. You will need the following documents: Court’s Decision on Registration into the Court Registry, and for each of the employees: identity authentication, statistical number and form JS 3100 (which can be downloaded from the website of the Tax Administration). Due to the interconnectedness of the system, it is not necessary to go separately to the Health Insurance Institute of Sarajevo Canton.
All registered legal entities are obliged, regardless of size, to adopt the business normative acts. If you employ more than 30 workers, are obliged to create and adopt the rulebook. It defines employment contracts, working hours, salaries and other. Keep in mind that you are obliged to have the rulebook from the day one, so start working on it as soon as possible. FISCAL DEVICE
Acquiring a fiscal device lasts up to 10 days. You need approximately BAM 700 to purchase a device from one of the certified distributors.
CERTIFIED DISTRIBUTOR
The competent authority for the registration of fiscal devices is Tax Administration of FBiH. You are obligated to have a contract with an authorized servicer. You need to fulfill and verify initialization application (so called “ZIF document”), which can be downloaded from the website of the Tax Administration of the FBiH) and hand it over to the authorized service with which the contract is signed, which will forward this document to the Tax Administration. Every taxpayer is obliged, through an authorized service, to sign a contract on the use of GPRS services with some of the telecommunications operators.
The taxpayer is obliged to take over the fiscal device through which they will start recording the sales data within two days after the takeover of the device, in accordance with the law. To use a fiscal device, you will need: Court’s Decision on Registration into the Court Registry, a Certificate of Tax Registration (ID), a Certificate of VAT Registration, and a market inspection’s decision. You will also need certified consent of the Tax Administration of FBiH, payment slip and seal of the company.