Business entities in Bosnia and Herzegovina
Since 2003, Healy Consultants assists our Clients with the most optimum corporate structure for business in Bosnia and Herzegovina. There are several ways of doing business in the country, the most common being the setting up of a limited liability company (d.o.o.). Alternatively, entrepreneurs may choose to establish a public limited company (d.d.), a branch office or a representative office, depending on their business needs.
The limited liability company (d.o.o.)
The LLC (d.o.o.) is the most common legal entity used by entrepreneurs setting up businesses in Bosnia and Herzegovina. This entity requires only 1 director and 1 shareholder, who can be of any nationality and may not be resident in the country. A US$1,150 minimum paid-up share capital will berequired to complete the incorporation process.
The public limited company (d.d.)
This Bosnia business setup requires at least 1 shareholder who can either be an individual or a corporate body to be incorporated. The shareholder can be of any nationality and may not be resident in the country. This entity will require a minimum share capital of $29,000 if the company issues shares to the public.
The Bosnia business setup can engage in commercial activities like any other legal entity although the scope of operations for a Branch office is defined by the parent company. The branch must appoint at least 1 Bosnia resident individual of any nationality, to act as the company’s representative in the country.
The Bosnia and Herzegovina representative office
Foreign legal entities may establish representative offices in Bosnia and Herzegovina by registering the entity with the Ministry of Foreign Trade and Economic Relations. This entity is not considered a legal entity and is not allowed to conduct any commercial activities within Bosnia and Herzegovina. A representative office may only conduct market research and engage in promotional activities for their parent company.
Comparison table between Bosnia and Herzegovina business entities
|LLC||PLC||Branch office||Rep office|
|Also known as||d.o.o.||d.d.||poslovnica||predstavnistvo|
|How long to set the company up?||7 weeks||8 weeks||7 weeks||6 weeks|
|How long to open company bank account?||5 weeks||5 weeks||5 weeks||5 weeks|
|Wholly foreign owned?||Yes||Yes||Yes||Yes|
|Minimum share capital?||US$1,150||US$29,000||US$1||US$1|
|File annual tax return?||Yes||Yes||Yes||No|
|Tax registration certificate required?||Yes||Yes||Yes||No|
|Recommended corporate bank account?||Raiffeisen Bank||UniCredit Bank||FIMA Bank||Union Bank|
|Does our Client need to travel?||No||No||No||No|
|Resident director required?||No||No||No||No|
|Resident shareholder required?||No||No||No||No|
|Minimum directors allowed?||1||1||1||1|
|Tax identification code (TIN) needed?||Yes||Yes||Yes||No|
|Bosnia and Herzegovina resident company secretary required?||No||No||No||No|
|Corporate shareholders allowed?||Yes||Yes||Yes||Yes|
|Corporate director(s) allowed?||Yes||Yes||Yes||Yes|
|Bosnia and Herzegovina corporate tax rate?||10%||10%||10%||0%|
|Annual financial statements required?||Yes||Yes||Yes||No|
|Statutory audit required?||No||No||No||No|
|Regulated by?||Ministry of Finance||Ministry of Finance||Ministry of Finance||Ministry of Finance|
|Allowed to issue sales invoices?||Yes||Yes||Yes||No|
|Allowed to sign contracts?||Yes||Yes||Yes||No|
|Allowed to import and export goods?||Yes||Yes||Yes||No|
|Can rent an office space in Bosnia and Herzegovina?||Yes||Yes||Yes||Yes|
|Can buy Bosnia and Herzegovina property?||Yes||Yes||Yes||No|
|Can own equity in other Bosnia and Herzegovina companies?||Yes||Yes||Yes||No|
|Total Bosnia and Herzegovina business setup costs in Yr. 1||€10,900||€12,900||€13,900||€13,550|
|Subsequent annual costs (incl. accounting and tax fee)||€2,300||€2,300||€2,300||€2,300|
|Sample engagement invoice|