Company Formation in Bosnia and Herzegovina

Entity types, capital and incorporation (2026)

The most common business vehicle is the limited liability company (d.o.o., društvo sa ograničenom odgovornošću). Company law and business registration are set separately in the Federation of BiH (FBiH), Republika Srpska (RS) and Brčko District (BD). Choose the part of the country where the seat will be first: that fixes the company law, the registry court and the tax administration for direct taxes. VAT is a single state tax run by the Indirect Taxation Authority (UIO, uino.gov.ba).

Company forms

• FBiH and BD forms: general partnership (društvo sa neograničenom solidarnom odgovornošću), limited partnership (komanditno društvo), joint stock company (dioničko društvo, d.d.) and limited liability company (d.o.o.). Domestic and foreign natural and legal persons can found a company (FBiH Zakon o privrednim društvima arts. 2(2), 3(1); BD Zakon o preduzećima art. 3)
• Liability: members of a general partnership and general partners of a limited partnership answer with all their assets. Shareholders and d.o.o. members do not, unless they abuse the company, for example by running its assets as their own or using it to defraud creditors (FBiH art. 5)
• RS forms: the d.o.o. is registered through APIF's one-stop counters (see below). The RS company law itself (Zakon o privrednim društvima, last amended 45/25) was not available from an official site this session, so its list of forms and its joint stock company (a.d.) minimum are not given here.
• Sole trader: a natural person who trades in their own name and for their own account, with no separate legal personality. In the FBiH this is an obrtnik under the crafts law, entered in the Obrtni registar run by the Federal Ministry of Development, Entrepreneurship and Crafts (FBiH Zakon o obrtu i srodnim djelatnostima 75/21 art. 2(a) to (c)). In BD and the RS it is a preduzetnik (BD Zakon o preduzećima art. 2(2); RS Zakon o računovodstvu i reviziji 115/25 art. 6). A sole trader pays personal income tax, not profit tax. See bosnia-income-tax.

Minimum capital

• d.o.o., FBiH: KM 1,000, whether there is one founder or several. Each contribution is at least KM 100, and cash contributions together cannot be less than KM 1,000. Contributions in kind and rights are made in full before the registration application. At least half of the cash contributions, and not less than KM 1,000, is paid in before the application (FBiH art. 307)
• d.o.o., RS: a single-member d.o.o. can be founded with KM 1.00. With KM 1.00 and one founder, the founding decision needs only a notary-certified signature. With more capital or more than one founder, the founding decision must be drawn up by a notary (APIF, Registar poslovnih subjekata, documents needed to found a d.o.o.)
• d.o.o., BD: KM 1 with one founder, KM 1,000 with several founders, unless another law says otherwise. This applies from 1 January 2021 (BD Zakon o preduzećima art. 343(1), as amended by 11/20 art. 7)
• d.d., FBiH: KM 50,000. Shares have a nominal value of at least KM 1 (FBiH art. 125). An "open" d.d. is one whose shares were issued by public offer and which is a bank or insurer, or has capital of at least KM 4,000,000 and at least 40 shareholders (FBiH art. 105(3))

Founding documents and notarisation

• FBiH d.o.o.: founded by a written contract between the founders, with their signatures certified as the law requires. A single founder adopts a founding decision. The founding act can be an electronic document signed under the FBiH e-signature rules. A proxy can sign with a power of attorney that carries a certified signature (FBiH arts. 304, 305(1)). The founding act must state the founders, the company name, seat and activity, the capital and each contribution, and the members' rights and duties (FBiH art. 306)
• Formation costs: borne by the founders in proportion to their shares unless agreed otherwise. They cannot be paid from, or counted as, share capital (FBiH art. 309)
• RS d.o.o. documents filed at APIF: founding decision; decision appointing the director; director's acceptance (notary certified); specimen signature form (OP obrazac, notary certified); ID cards of founder and director (certified); bank confirmation that the founding contribution was paid; the electronically completed registration application; proof of residence of director and founder; and a tax certificate showing the founder has no tax debts. A foreign director needs a temporary residence permit (APIF, Registar poslovnih subjekata)

Registration

• FBiH: a company becomes a legal person when it is entered in the register kept by the registry court, and it may start trading only after entry (FBiH Zakon o privrednim društvima arts. 4(1), 6(1)). Every business must register with the competent registry court before it starts (FBiH Zakon o registraciji poslovnih subjekata art. 4(1)(1)). The application can be on paper or electronic (art. 48(1), 49a). The court checks the application and documents within three days of receipt (art. 54(1)). If something is missing, it orders a correction within up to 30 days and refuses the application if the applicant does not comply (art. 54(2), (3)). An electronic application goes straight to the tax authority, the statistics office and, where needed, customs, so that the tax identification number and customs number can be issued (art. 50(2)). An appeal against the registration decision is due within eight days of receipt (art. 63(1))
• RS: since 1 December 2013 registration runs as a one-stop system at the counters of APIF (Agencija za posredničke, informatičke i finansijske usluge) in 11 business units: Banja Luka, Prijedor, Gradiška, Modriča, Doboj, Bijeljina, Zvornik, Foča, Trebinje, Sokolac and Istočno Sarajevo. The legal basis is the Zakon o registraciji poslovnih subjekata u Republici Srpskoj (67/13). Registration starts with filing the registration application (APIF, Registar poslovnih subjekata)
• BD: a company becomes a legal person on entry in the register kept by the registry court under the BD court organisation law (BD Zakon o preduzećima art. 4(1), as amended by 11/20)
• Branches: in BD a branch of a foreign company is entered in the register where the branch has its seat (BD art. 9(6), added by 11/20). For the profit tax treatment of a branch in another part of BiH, see ba-corporate-income-tax.

Tax registration and first filings

• VAT registration: a business must register for VAT if its taxable supplies (plus exempt supplies with credit) in the previous year exceeded, or are likely to exceed, KM 100,000. Supplies of related businesses under common control count towards the threshold (Zakon o porezu na dodanu vrijednost art. 57(1), (2), as amended by 80/23). A business that first crosses the threshold applies to the UIO by the 20th of the month after the month in which it crossed it. The UIO issues the registration decision within 15 days (art. 57). Below the threshold a business is not a VAT payer, but it can ask to register at any time. A voluntary registration lasts at least 60 months (art. 44)
• VAT rate and returns: the standard rate is 17% (art. 23). The VAT period is one calendar month and the return is filed by the 10th of the following month, even when nothing is due (arts. 38, 39). For the detail, see bosnia-vat.
• Profit tax: a company files its annual profit tax return by 31 March in all three parts of the country, with monthly advance payments after the first return. See ba-corporate-income-tax.
• Payroll: employer withholding and contributions are monthly and set by each entity and BD. See bosnia-payroll and bosnia-social-contributions.

Annual financial statements and audit

• FBiH: annual financial statements, with the statistics reports and the size-classification notice, go to FIA by the last day of February for the previous year. The management report and the decisions adopting the statements and on profit allocation go by 30 June. Consolidated statements are due by the end of April. Statements are filed electronically and on paper, certified by a certified accountant (FBiH Zakon o računovodstvu i reviziji 15/21 art. 44)
• FBiH size classes: an entity is micro if it does not exceed two of: average assets KM 350,000, annual revenue KM 700,000, 9 employees on average. Small: two of KM 4,000,000 assets, KM 8,000,000 revenue, 49 employees. Medium: two of KM 20,000,000 assets, KM 40,000,000 revenue, 249 employees. Large: above two of those limits. Banks, insurers, leasing and other financial organisations are always large (FBiH art. 5)
• FBiH audit: statements of medium and large entities, and of public-interest entities, are audited (FBiH art. 57(2), (3))
• RS: annual financial statements go to the Register of Financial Statements at APIF by the last day of February for the previous year. Consolidated statements are due by the end of April (RS Zakon o računovodstvu i reviziji 115/25, in force from 1 January 2026, art. 42(2), (7))

For tax planning between a sole trader and a d.o.o., see bosnia-tax-optimization. For the whole system on one page, see ba-tax-overview.

Sources

Source	URL	Read on
FBiH Zakon o privrednim društvima, Sl. novine FBiH 81/15 and 75/21, consolidated unofficial text published by Porezna uprava FBiH: arts. 2 to 6, 105, 125, 304 to 307, 309	https://www.pufbih.ba/v1/public/upload/zakoni/e2370-zakon-o-privrednim-drustvima-precisceni.pdf	2026-10-30
FBiH Zakon o registraciji poslovnih subjekata, Sl. novine FBiH 27/05, 68/05, 43/09, 63/14 and 85/21, consolidated unofficial text: arts. 4, 48, 49a, 50, 54, 63	https://www.pufbih.ba/v1/public/upload/zakoni/af930-zakon-o-registraciji-preciscen.pdf	2026-10-30
FBiH Zakon o računovodstvu i reviziji, Sl. novine FBiH 15/21: arts. 5, 44, 57	https://www.pufbih.ba/v1/public/upload/zakoni/4ffff-zak-o-racunovodstvu-i-reviziji-u-fbih-bos..pdf	2026-10-30
FBiH Zakon o obrtu i srodnim djelatnostima, Sl. novine FBiH 75/21: art. 2	https://www.pufbih.ba/v1/public/upload/zakoni/7f411-zakon-o-obrtu-i-srodnim-djelatnostima-u-fbih-75-21-novi.pdf	2026-10-30
Porezna uprava FBiH, list of regulations in force (data behind pufbih.ba)	https://pufbih.ba/api/regulations	2026-10-30
APIF (RS), Registar poslovnih subjekata: one-stop registration and documents for a d.o.o.	https://www.apif.net/index.php?option=com_content&view=article&id=7:registar-poslovnih-subjekata&catid=9:registri&Itemid=118&lang=sr	2026-10-30
RS Zakon o računovodstvu i reviziji, Sl. glasnik RS 115/25 (gazette scan published by Poreska uprava RS, read by OCR): arts. 6, 42	https://poreskaupravars.org/wp-content/uploads/2026/01/Zakon.pdf	2026-10-30
BD Zakon o preduzećima, consolidated text Sl. glasnik BD 49/11: arts. 2, 3, 343	https://skupstinabd.ba/3-zakon/ba/Zakon%20o%20preduzec-ima%20Brc--ko%20Distrikta%20BiH/000%2049-11%20Zakon%20o%20preduzec-ima%20Brc--ko%20distrikta%20BiH,%20prec--is--c-en%20tekst.pdf	2026-10-30
BD Zakon o izmjenama i dopuni Zakona o preduzećima, 11/20 (applies from 1 January 2021): arts. 1, 2, 7	https://skupstinabd.ba/3-zakon/ba/Zakon%20o%20preduzec-ima%20Brc--ko%20Distrikta%20BiH/010B11-20%20Zakon%20o%20izmjenama%20i%20dopuni%20Zakona%20o%20preduzecima%20Brcko%20distrikta%20BiH.pdf	2026-10-30
Zakon o porezu na dodanu vrijednost, Sl. glasnik BiH 9/05: arts. 23, 38, 39, 44, 57	https://www.uino.gov.ba/portal/wp-content/uploads/PROPISI/2_Porezi/1_PDV/1_Zakon_o_PDV/B/B-1-Zakon_o_PDV-b.pdf	2026-10-30
Zakon o izmjeni Zakona o porezu na dodanu vrijednost, Sl. glasnik BiH 80/23 (threshold KM 50,000 to KM 100,000)	https://www.uino.gov.ba/portal/wp-content/uploads/PROPISI/2_Porezi/1_PDV/1_Zakon_o_PDV/B/B-H-S-1-5-Z-o-PDV-sl-list-80-23-24-11-23.pdf	2026-10-30
Zakon o dopunama Zakona o PDV, Sl. glasnik BiH 20/25 (latest amendment; first-home refund, no change to the points above)	https://www.uino.gov.ba/portal/wp-content/uploads/PROPISI/2_Porezi/1_PDV/1_Zakon_o_PDV/B/B-H-S-1-6-Z-o-izmj-i-dop-Z-o-PDV-sl-list-20-25-04-04-2025.pdf	2026-10-30

Not yet confirmed: the RS company law (Zakon o privrednim društvima, last amended 45/25), so the RS list of company forms, the minimum capital of a multi-member RS d.o.o. and of an RS a.d. (the copy on fipa.gov.ba returned "not found" and no other official copy was found); the minimum capital of a BD joint stock company; the joint stock company minimum of KM 50,000 that the old version gave for all of BiH (confirmed only for the FBiH); the old version's KM 2,000 d.o.o. minimum, which is no longer the rule in the FBiH (KM 1,000) or BD (KM 1 or KM 1,000 since 2021); how long incorporation takes end to end (the old version said 10 to 15 business days; the FBiH law gives only the court's three-day document check); RS and BD registration deadlines (the RS registration law 67/13 PDF on apif.net is not machine-readable); court, notary and APIF fees; whether a company stamp is still required (the old version listed it as a step); separate municipal registration (the old version listed it; no official source read); BD annual financial statements deadline.