Bosnia and Herzegovina Company Registration Guide — 2025 Update

This practical guide summarizes key rules, policy directions, and step-by-step procedures for registering a company in Bosnia and Herzegovina (BiH) in 2025. It highlights jurisdictional differences, compliance points, useful timelines, and precautions . Wherever law or practice may change, always verify with local authorities or legal counsel before proceeding.

Overview: legal framework and recent policy trends

Bosnia and Herzegovina is a decentralized state composed of two entities (the Federation of Bosnia and Herzegovina and Republika Srpska) plus the Brčko District. Company registration and many business regulations are handled at the entity or district level, so procedures vary by location. Recent policy trends through 2024 point toward continued digitalization of registration services, stronger beneficial ownership transparency, and alignment of administrative processes with investment-attraction initiatives. Expect incremental administrative updates in 2025; check official registries for the latest forms and e-services.

Common business forms

• d.o.o. (limited liability company): most common for SMEs and foreign investors.
• a.d. (joint-stock company): used for larger enterprises planning share offers.
• Branch or representative office: branches register a local place of business and usually require parent company documentation.
• Sole proprietorship (individual entrepreneur): simple for single-owner small businesses.

Key tax and compliance points (2024–2025 context)

• Corporate income tax: historically low (around 10%) — verify current year rate with tax authorities.
• VAT: standard rate has been 17% historically; threshold and registration rules apply for taxable supplies.
• Beneficial ownership: BiH requires disclosure of ultimate beneficial owners; registers and AML obligations are enforced.
• Employment and social contributions: registration with entity social and pension systems is mandatory when hiring staff.

Step-by-step registration procedure

1. Decide legal form and jurisdiction: choose d.o.o., a.d., branch, or sole proprietor and select the entity (Federation, Republika Srpska, or Brčko) where you will register. Consider tax, labour law, and administrative convenience.
2. Reserve company name: submit a name check/reservation request with the relevant business registry or online portal.
3. Prepare founding documents: draft Articles of Association (statute) or founding act. Include shareholder details, share capital, management structure, and business activity.
4. Gather KYC and corporate documents: passports/IDs for founders and directors, proof of address, and for foreign founders — certified copies of corporate documents, apostille/legalization and translations if required.
5. Open a bank account and deposit capital (if needed): for d.o.o. open a temporary or founder account and deposit the required share capital. Many jurisdictions allow low nominal minimum capital but confirm the exact amount for 2025.
6. Notarize and submit documents: notarize the signature of founders/directors where required and lodge documents with the relevant entity registry (court or business registry). Increasingly, parts of this process can be completed electronically.
7. Obtain registration certificate: once approved, receive the company registration certificate and registration number.
8. Register for tax and social contributions: register with the appropriate tax authority for corporate tax, payroll, and, where applicable, VAT. Obtain a tax ID and register employees with social security systems.
9. Apply for licenses and sector permits: some activities (finance, transport, healthcare, food, construction) require additional licenses or municipal permits.
10. Publish or file statutory notices: follow local filing or publication requirements (e.g., in official gazettes or online portals).

Typical timelines and fees

Registration timelines vary: simple d.o.o. registrations often complete within a few business days to two weeks if documents are in order and the registry offers online processing. Complex cases, foreign document legalization, or sectoral permits can extend timelines. Fees depend on registry, notary, and administrative services.

Notes (Precautions) / Practical tips

• Verify entity-level differences: processes in the Federation and Republika Srpska differ — work with local counsel or a business service provider familiar with the chosen jurisdiction.
• Beneficial owner disclosure: prepare accurate BO information early to avoid delays and AML queries.
• Document legalization and translation: foreign corporate documents typically require apostille/legalization and certified translations — plan extra time.
• Bank account onboarding: banks perform strict KYC. Provide clear business plans, expected turnover, and identities of ultimate owners.
• VAT and tax planning: determine whether voluntary VAT registration is advisable for your business model; consult a tax advisor on transfer pricing and cross-border matters.
• Employment rules: ensure proper employment contracts, payroll registration, and timely social contributions to avoid penalties.
• Local addresses and directors: some registries require a local address or resident director; check local requirements in advance.
• Use e-services where available: digital registration portals and e-signatures speed the process; confirm which parts can be completed remotely in 2025.

Illustrative cases

Case A — IT startup from abroad

An EU-based team chooses a d.o.o. in the Federation, uses low nominal share capital, submits digital signatures, and completes registry entry within a week using the online portal. They register for VAT only after exceeding the turnover threshold.

Case B — Foreign manufacturer opening branch

A manufacturing parent company registers a branch in Republika Srpska, supplies notarized parent documents with translations, opens a local bank account for operational needs, and applies for environmental and construction permits as required.

Where to get help and recommended next steps

1. Check the official business registry website for the chosen entity and the Brčko District for the most recent forms and electronic filing options.
2. Engage local legal and tax advisers experienced in company formation and AML compliance.
3. Plan a timeline that includes document legalization, bank onboarding, and sector permit processing.

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Final notes

While the basic steps of company formation remain consistent, 2025 brings incremental improvements in e-registration and continuing emphasis on beneficial ownership transparency. Always confirm up-to-date requirements with local registries and qualified advisers before completing registration.