Applicable regulations governing the status of foreign legal entities in BiH since their establishment are: Law on Companies (FBiH) / Enterprises (in the Brčko District of BiH), Law on Registration of Business Entities, Rulebook on Registration and Assignment of Identification Numbers to Business Entities and Decision on Establishment and the work of foreign missions in BiH, not including the tax regulations that will be the subject of another text. Given that regulations in Bosnia and Herzegovina differ depending on the place and work of the company (entity of the Federation of Bosnia and Herzegovina, entity of Republika Srpska and Brčko District of BiH), this text will discuss the laws applicable at the level of the state of Bosnia and Herzegovina. regulations that apply only to the entity or district will be presented with that type of note.
According to Article 2 of the Law on Companies of the FBiH (“Official Gazette of the Federation of BiH”, No. 81/15), hereinafter: the Law on Companies, a company is a legal entity that independently performs the activity of production and sale of products and services market for the purpose of gaining profit, and it can be established by both domestic and foreign natural and legal persons. The company starts performing its activity after the entry in the register of companies and the publication of the registration.
Pursuant to the Law on Registration of Business Entities in the Brčko District of BiH, the procedure of entry in the register of business entities in the Brčko District of BiH is urgent, uniform and applicable to all business entities established in Bosnia and Herzegovina, both domestic and foreign legal entities and individuals. Therefore, when it comes to entry in the register, foreign legal entities enjoy the same rights as domestic legal entities.
The procedure for entry in the register is as follows:
– The subject of registration is registered in the registration court according to its seat
– The subject of registration may be registered only with the competent registration court (The application for registration of the subject of registration may be submitted to any registration court regardless of the seat of the subject of registration. If the application for registration of the subject of registration is submitted to ex officio, without delay, together with the printed documents submitted with the application for registration, to be submitted to the competent registration court)
– Each participant in the procedure for entry in the court register shall bear its own costs
– General data on business entities, which the competent registration court enters in the General Ledger of the Register are: company and registered office, ie name, surname and residence of all founders / owners of the subject of registration; date, day and hour of receipt of the application for enrollment; company and seat of the subject of enrollment; abbreviated company name of the subject of registration; registration number of the subject of registration and tax identification number; form of the subject of registration, name, number and date of the act on the establishment of the subject of registration; name, surname and position of the authorized representative / representative of the subject of registration, scope of authorization of the authorized representative / representative of the subject of registration; the amount of contracted (subscribed) share capital; the amount of paid-in capital in cash; the value of capital in things and rights; percentage share of the individual founder in the capital of the subject of registration (in money, rights and things); activity of the subject of registration with activity codes provided by the valid classification of activities.
– Special data, ie data that must be entered in the Register in case of entry of parts of the subject of entry, entry of interconnected subjects of entry and entry of status changes, ie changes of general and special data of importance for legal transactions, refer to entry: branches or business units the subject of enrollment; subsidiary society ties; merging two or more subjects of enrollment; merger of one or more subjects of registration with another subject of registration, division of the subject of registration into two or more subjects of registration; changes in the form of the subject of registration and termination of the subject of registration.
In conclusion, all foreign legal entities that establish companies in the territory of BiH are in the same process of registration as domestic legal entities. The treatment of a representative office of a foreign legal entity in BiH is prescribed by the Decision on the Establishment and Operation of Representative Offices of Foreign Legal Entities in Bosnia and Herzegovina (“Official Gazette of BiH”, No. 15/03) and is specific to registration activities and taxation which will be the subject of elaboration of another text.
