In the Federation of Bosnia and Herzegovina it is possible to establish:
A company that can be established by 2 or more local or foreign natural persons.
The company is founded with the Foundation Contract. There are no limits on capital and this can be provided in cash or in kind. The value of the capital given in kind must be estimated in the Foundation Contract. All contributions must be paid within two months of the date of registration. All partners are liable without limit for the obligations of the general partnership, but the creditor can only act against partners after have sought payment from the company's assets in vain.
There are no restrictions on citizenship for partners.
A company that can be established by 1 or more local or foreign natural or legal persons, with a minimum capital of 2,000 KM (1,000 euros). Contributions must be paid in full before registration of the company. At least 50% of cash contributions must be paid before registration but in any case cannot be less than the minimum capital. Shares are transferable through written contract or legal succession. The shareholders' meeting is the decision-making body of the company. The total amount of share capital is represented at the general meeting, and all partners have a number of votes proportional to their shares. One or more directors are designated in the articles of association or the statute for the representation and management of the company.
It is mandatory to have a Board of Statutory Auditors (the controlling body of the company) if:
A company that can be established by 2 or more local or foreign natural persons. A Simple Limited Partnership must have a minimum of 2 partners: an active partner with unlimited liability and a limited partner who is liable for corporate obligations to the extent of the shares paid up. There is no limit to the initial share capital.
A simple limited partnership can be transformed into a limited partnership with share capital.
A company that can be established by 1 or more local or foreign natural or legal persons.
Minimum share capital is 50,000 KM (25,000 euross) for a closed joint-stock company, i.e. a legal person whose shares are distributed among a limited number of shareholders. If it is an open joint-stock company, namely banks and insurance companies or companies with more than 40 shareholders, the minimum initial capital is KM 4,000,000 (2,000,000 euross) and the shares may be listed.
The minimum nominal value of a share is KM 10. The total cash contribution cannot be less than KM 50,000.
Regardless of the process of establishment (by subscribing all shares at the time of establishment or by public subscription), joint-stock companies must have a reserve fund of at least 25% of the initial share capital.
Shares are freely transferable, unless otherwise provided for in the articles of association.
The general shareholders' meeting is the company's decision-making body and must be convened at least once a year. The shareholders' meeting resolves with the favourable vote of as many shareholders as represent the majority of share capital, except in cases of dissolution, termination, statutory changes and transformation of the company, for which a majority of 75% of the share capital is required.
The administrative body of a Joint-Stock Company is composed of the administrator and managing directors, who can be re-elected, and is appointed for a period of four years by the Supervisory Board.
The board is composed of the chairman and at least two members. They are appointed for a period of four years. There are no nationality restrictions pertaining to members of the board of directors and the supervisory board.
Companies must be registered in the authorised court registry in their respective territorial entity. In accordance with the Law on Foreign Direct Investment Policy in Bosnia and Herzegovina and Instructions for the Registration of Direct Foreign Investment, foreign investments must be registered with an authorised body of the Entity and must also obtain permission from the Ministry of Foreign Trade and Economic Relations of Bosnia and Herzegovina.
Foreign legal or natural persons can establish branches in Bosnia and Herzegovina, in accordance with the Law on Foreign Direct Investment Policy in Bosnia and Herzegovina.
In the Republic of Srpska it is possible to establish:
A company that can be established by 2 or more partners who are local or foreign, natural or legal persons. Partners make cash or in-kind contributions in equal shares, unless otherwise agreed, and are jointly and severally liable without limitations for corporate obligations with their own assets, without the possibility of agreeing otherwise. No minimum share capital is required. There are no limitations on citizenship for partners.
A company that can be established with a number of partners between 1 and 100, who are local or foreign, natural or legal persons.
The number is not limited if the members are employees of the company who buys their shares on favourable terms and in accordance with law. The minimum capital is 2,000 KM (1,000 euros). The minimum contribution of each partner cannot be less than KM 500. In the case of partners who purchase preferential shares, in accordance with special regulations, the cash contribution of each of them can be lower than that established.
At least 50% of cash contributions must be paid before the date of registration. The remaining amount must be paid within the two years following the date of registration, in accordance with the company's articles of association. If the capital exceeds KM 15,000, at least 20% of the amount must be provided before registration.
The provision cannot consist of working activity or provision of services.
A share can be freely transferred among partners of a company or to third parties in accordance with the right of first refusal attributable to the other partners of the company.
The Company's bodies are the administrator, the board of directors, the supervisory board and the shareholders' meeting, if provided for in the articles of association.
There are no nationality requirements for members of the corporate bodies.
In companies with more than 100 employees, the board of directors and the supervisory board are appointed following elections.
A company that can be established by 2 or more partners, who are local or foreign, legal or natural persons. In a simple limited partnership, the active partners are jointly and severally liable without limitations for corporate obligations, while the limited partners are liable only to the extent of their contribution. There are no limits regarding the initial share capital.
A company that can be established by 1 or more shareholders, who are local or foreign, natural or legal persons. Only natural persons can form a single-member joint-stock company.
The open joint-stock company is a legal entity the shares of which can be listed; the minimum initial capital is 50,000 KM (25,000 euros).
The closed joint-stock company is a legal entity the shares of which are distributed among a limited number of shareholders. The maximum number of shareholders is 100. The minimum initial capital is KM 20,000 (10,000 euros). The contribution of an individual shareholder in cash cannot be less than KM 500. If shareholders buy shares on preferential terms in accordance with law, the provision can be of a lower amount. The minimum nominal value of a share cannot be less than KM 5.
At least 50% of the cash contributions of each shareholder must be paid prior to the date of registration; the remaining amount must be paid within two years from the date of registration. The provision cannot consist of working activity or provision of services. Shares are freely transferable, unless otherwise provided for in the articles of association.
|Average start-up times||From 1 week to 20 days|
|Availability of pre-established (ready-made) companies||Yes|
|Published information about the company's directors||The names of company officials appear in public documents. However, the use of appointed officials can prevent the customer's name from appearing.|
|Legislation and controls||
Corporate matters are regulated at entity level by the following legislation:
Federation of B&H: FB&H Law on Companies and subsequent amendments (FBiH O.J. No. 23/99, 45/00, 2/02, 06/02, 29/03, 68/05, 91/07, 84/08, 88 / 08, 7/09, 63/10 and 75/13).
Republic of Srpska: RS Law on Companies and subsequent amendments (RS O.J. No. 127/08, 58/09, 100/11 and 67/13).
|Confidentiality||Bearer shares are not permitted|
|Risk indicators||Average political risk: 57%