Get ICO in Serbia

Thanks to progressive legislation, transparent directives and support for innovative entrepreneurship from the government, investors and projects are more likely to consider this opportunity. We propose to consider in detail the entire process of registration of an ICO in Serbia, taking into account legal, financial and technical aspects. We will learn how to interact with government agencies, as well as why the choice of this country can become a determining factor for the success of a foreign token project.

The relevance of the topic is due to the rapid growth of interest in digital assets, the global trend towards legalization and edict of blockchain activities. More and more teams are looking for stable and clear conditions for launching their products. It is in such conditions that the intention to register an Initial Coin Offering in Serbia appears.

Legal definition of ICO

This is a relatively new way of attracting speculations, in which the project issues its own digital tokens. The firm offers them to investors in exchange for cryptocurrency or fiat money. This approach has become especially popular among startups and IT firms, allowing them to raise significant funds without the participation of banks and classic stock markets. To obtain permission for an ICO in Serbia, it is compulsory to clearly understand its licit nature and the difference from similar mechanisms (for example, IPO and STO).

A progressive European jurisdiction aims to create a favorable environment for blockchain projects, but adheres to the principles of licit clarity and transparency. For those who intend to register an ICO in Serbia, it is prime to initiate an analysis of the licit field in advance to determine the correct status. This requires the classification of tokens that will be issued within the project. They are divided into the following types:

• Utility tokens — provide access to the platform functionality or digital product, but do not grant rights to receive profits or participate in the management of the firm. They are not considered financial instruments, but require a description of their functionality in the White Paper.
• Security tokens — have the characteristics of speculation instruments. They can give the right to receive a share of the profit, participate in management or own assets. In this case, the project is subject to the directive as securities and requires compliance with financial market legislation. To obtain permission for an ICO in Serbia when issuing security tokens, it is compulsory to obtain approval from regulators.
• Payment tokens are used as a means of exchange or settlement, similar to E-monies. They are subject to the directive under AML and KYC legislation.
• Digital tokens (digitalni) are a general concept that covers all types that are issued and circulated on the blockchain or other distributed systems. They serve as a basis for further classification and can represent various values.
• Investment tokens (investment) - this may be a share in a firm, the right to receive profits (dividends), votes at general meetings or other speculation opportunities. Since they are considered securities, they fall under the influence of the Capital Market Law.

The correct definition of the type determines whether it is possible to conduct an ICO in Serbia in a simplified manner or whether full licit support will be required. Therefore, before launching a project, it is imperative to study all the nuances, determine the reporting needs, and prepare a White Paper.

Initial Coin Offering is a less regulated form of financing, suitable for startups that do not want to share a stake in the firm. Despite its flexibility, this approach may raise doubts among institutional investors if the project is not provided with licit purity. Those who want to register an ICO in Serbia need to understand that an ICO requires deep analysis and compliance with standards. Only with careful preparation and a professional approach can you obtain permission to operate, minimize risks and ensure sustainable development of the project on a long-term basis.

Legislative setup

In recent years, the digital asset and blockchain technology market has been rapidly developing around the world. For entrepreneurs and startups interested in attracting speculations through the initial placement of tokens, it is prime to understand how exactly the ICO process is regulated in Serbia. The licit directive of this process allows protecting the interests of project initiators and investors.

The basis of the legislative setup in Serbia for ICOs is the Law on Digital Assets. It is the most prime normative act regulating relations related to virtual currencies, their issuance, circulation and use in the country. This directive introduces clear definitions and classifications of digital tokens, establishes the licit setup for issuance within the setup of ICOs and describes the needs for market participants.

The key state regulator responsible for monitoring the speculation market in Serbia is the Securities Commission. This organization plays a decisive role in the procedure, especially when it comes to security tokens. In this case, it is compulsory to obtain permission for an ICO in Serbia and go through the procedure of checking the documentation, compliance with legislative provisions and standards for the protection of investors' interests. The Commission carefully checks the White Paper, financial model and licit materials of the project.

Selecting a legal form

There are several types of licit firms that can be used to register cryptocurrency projects and launch ICOs in Serbia. However, the two most commonly used forms are LLC and JSC. Each of these forms has its own advantages and disadvantages, as well as certain needs for the authorized capital, registration procedure, liability of founders and opportunities for further business development. Therefore, it is very prime to carefully weigh the pros and cons before making a final decision.

Registration of a company for ICO in Serbia is carried out through an official state institution - the Agency for Business Entities. It is there that all the compulsory materials for the official registration of a licit entity are submitted. The procedure is relatively simple and transparent, the terms are usually from 3 to 7 working days, provided that the package of indentures is complete and correctly executed. The cost of registration is contingent on the chosen organizational and licit form and the size of the statutory budget.

A limited liability company (DOO) is the most popular and sought-after form among startups and small businesses. It is suitable for those who want to start their business quickly and with minimal costs. A DOO can be founded by one or more persons. The minimum authorized capital for registering an LLC is only 100 RSD, which is approximately equal to 1 EUR. Participants are liable only within the limits of their contributions to the authorized capital.

For cryptocurrency projects, this is the best option, as it allows you to quickly register a company for an ICO in Serbia, draw up the compulsory constituent indentures and obtain the appropriate licenses. This structure is suitable for the issue and circulation of most types of tokens, allows you to conduct full-fledged entrepreneurial activity and has fairly flexible management. At the same time, you can easily expand the composition of participants and increase the budget according to the charter if compulsory.

Joint-Stock Company (AD) is a more complex and large-scale form of licit entity. It is intended for large and ambitious projects that plan to attract significant speculations, enter international markets and conduct a public offering of tokens, similar to a classic IPO. To create an AD, a significantly larger minimum authorized capital is required - at least 3 million RSD (≈ 25.5 thousand EUR). This form requires a board of directors, a more rigid corporate structure, and mandatory reporting.

JSC is often used to conduct ICOs in Serbia, using a model similar to the placement of securities (security tokens), where tokens are recognized as financial instruments and require special directive. Registration of AD is a more complex and lengthy process, requiring careful preparation of constituent indentures and approval by regulators. However, this form provides significant advantages in terms of:

• scaling;
• raising capital;
• increasing investor confidence;
• creating a sustainable business model.

For projects with serious financial ambitions and long-term plans, AD is the optimal solution.

Obtaining licenses when registering an ICO in Serbia

The first and most frequently requested permit is an indenture from a digital asset service provider — DASP (Digital Asset Service Provider). The NBS is responsible for issuing such a license. It gives the right to licitly conduct activities related to E-monies and tokens, including their storage, exchange, management of digital assets, transactions, and even issue. Official permission is required in cases where a business provides services for storing tokens, selling them to third parties, managing them, or any other commercial activity with crypto assets.

To complete the ICO documents in Serbia and officially launch a utility token project, a DASP license may be sufficient. The process of obtaining it consists of providing a package of indentures: a business plan, company structure, AML/KYC procedure, and a description of internal policies for customer protection.

It is also compulsory to demonstrate the availability of qualified personnel and technical capabilities for safe work with digital assets. After that, the firm can obtain permits to launch an ICO in Serbia and begin official operations. The DASP license opens the opportunity to work with both retail clients and institutional investors.

If the project involves the issue of tokens that by their nature can be qualified as securities (so-called security tokens), it is compulsory to go through a more strict procedure - registration and obtaining a license as a speculation intermediary. The Serbian Securities Market Commission is responsible for this process. Such tokens usually provide the investor with certain rights: a share in the firm, dividends, access to profits or participation in management. In this case, the ICO actually becomes a public offering of speculation instruments.

To obtain the relevant license, the organization must undergo a review of its corporate structure, provide full project documentation for launching an ICO in Serbia, disclose financial statements and materials related to corporate governance. It is also compulsory to comply with strict standards for investor protection, disclosure of information and control over compliance with the law.

If the project is related not only to the issuance of tokens, but also to financial transactions (for example, exchanging cryptocurrency for fiat money, accepting customer funds or transferring between accounts), then a payment services license may be required. It is also issued by the National Bank of Serbia. It is compulsory if the firm assumes the functions of a payment institution or is engaged in the issuance of electronic money. To obtain such a license, it is compulsory to prepare a package of indentures, including a description of IT systems, transaction processing procedures, internal control mechanisms and ensuring financial stability.

Taxation in Serbia

If you want to obtain legal ICO status in Serbia or simply work with E-monies in the country, it is prime to understand what obligations you have to meet with the authorities. If an entrepreneur sells bitcoin or any other digital asset at a profit, you will have to pay capital gains tax. In Serbia, this rate is 15% of the difference between the purchase and sale price of the digital asset. This means that when you receive a profit, you must declare the difference and pay the appropriate fee. If there was no profit from the sale or the firm incurred losses, then you do not need to pay tax.

Income from mining in Serbia is also subject to taxation, but the tax is not levied for the fact of mining cryptocurrency, but only when it is sold. The legislation takes into account that this requires costs for electricity, equipment and other resources. When selling mined coins, documented costs can be taken into account as the purchase price: electricity, depreciation of equipment, maintenance. The income tax rate in this case is the same 15%. This creates acceptable conditions for those who mine cryptocurrency as a business.

Serbian legislation provides attractive mechanisms for reducing the tax burden when working with cryptocurrency, which is especially interesting for organizations that want to sell tokens and invest the proceeds in the development of the enterprise. If you intend to launch an ICO in Serbia and at the same time reduce taxes, pay attention to certain benefits. If you invest the profit from the sale of cryptocurrency in the authorized capital of a Serbian firm within 90 days after the sale, you will be exempt from paying 50% of the capital gains tax. If the speculation is made later, but no later than 12 months later, you can return 50% of the tax already paid.

Income received from the sale of tokens (if they are sold for fiat or other assets) is subject to the CIT rate of 15%. At the same time, it is possible to take into account the costs associated with the development of tokens, marketing, licit support and other related costs. This allows you to reduce the tax base. It is important to understand that utility tokens and security tokens are taxed differently, which must be taken into account when planning an ICO in Serbia.

Banking operations during the ICO process in Serbia

It is through the bank that the entire financial flow of the project passes:

• investments from participants;
• payments of various kinds;
• conversion of fiat currencies into cryptocurrency and vice versa;
• execution of all procedures to combat AML/KYC.

When registering an ICO in Serbia, you need to understand that not all banks are ready to work with crypto projects, since such operations are associated with increased risks and require additional control measures. Therefore, choosing an institution is a special task that requires attention to several prime criteria.

Firstly, the bank must have a reputation as a reliable financial institution, have experience working with innovative enterprises and technology startups, and offer convenient digital services for account management. Secondly, it is prime that the organization has the ability to open multi-currency accounts and support cryptocurrency transactions through cooperation with licensed exchanges and exchange platforms.

In Serbia, such banks traditionally include UniCredit Bank, Raiffeisen Bank, OTP Banka and Komercijalna Banka. These financial institutions have the compulsory infrastructure and are ready to consider applications, providing qualified support. To open a bank account for an ICO in Serbia, you will need to prepare a full package of indentures:

• official registration of the enterprise;
• constituent indentures;
• ICO project documentation;
• information required to comply with AML and KYC needs.

The application must clearly indicate that the account is intended for receiving funds from investors, managing tokens and exchanging currencies. Correct execution and submission of materials significantly increase the chances of a positive decision from the bank and contribute to the smooth operation of the project.

The attitude of institutions towards cryptocurrency transactions in Serbia is characterized by caution and strictness. Financial institutions require clients to be fully transparent about their business, the sources of incoming funds, and the purposes for which they are used. Direct transactions with E-monies on bank accounts are limited, so the exchange of fiat currencies for virtual assets and vice versa is often carried out through licensed crypto exchanges and exchange platforms.

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White Paper Development

This is the name of a detailed, structured and officially executed indenture that reveals all the key aspects of the future ICO — from technical details and business model to licit conditions and development strategy. For a successful result, it is compulsory to ensure the successful positioning of the project in the digital asset market. It is extremely prime to carefully approach the creation and execution of the White Paper. This indenture serves as the main source of information for potential investors and regulatory authorities.

The structure of the White Paper when obtaining an ICO in Serbia should be as clear, logical and comprehensive as possible. The indenture usually contains all the key sections that allow you to reveal the essence of the project in all prime aspects. Usually, the White Paper consists of the following parts:

• Introduction and Project Description - This is where the goals and objectives of the ICO are detailed, as well as the problems the project intends to solve with its technology and business model.
• Technical description - a detailed explanation of the relevant aspects of the project, including the blockchain technologies used, the structure of smart contracts, the features of the issuance and functioning of tokens.
• Tokenomics Description - a section that discloses the number of tokens, the scheme and rules for their distribution among investors, the team and other participants.
• Project Team - information about key people involved in the development and implementation of the ICO in Serbia.
• Legal part - the section includes mandatory formal statements, discloses risks, restrictions on the territory of token distribution and compliance with legislation.
• A financial model is a plan for raising funds, distributing speculations, forecasting income and expenses, and the main areas for using the funds raised.
• A roadmap is a detailed description of the project execution with key stages and deadlines for their completion, which allows investors to assess the dynamics and development prospects.

In order to develop the content of the White Paper ICO in Serbia at a high level, it is compulsory to work together with specialists from different fields. Such a comprehensive approach allows creating an indenture that provides investors with clear and reliable information. After the development is completed, it will be compulsory to approve the White Paper.

Software features

In the modern digital economy, it is the technological base that becomes the key factor that determines the level of trust of investors and market participants. To register a startup for ICO in Serbia, you need to competently approach the issues of software development and testing, platform registration, as well as the organization of reliable operation of smart contracts and wallets. All these elements must be carefully integrated and meet the needs.

Smart contracts when receiving an ICO in Serbia act as the main technological mechanism that ensures the automation of the issuance, distribution and management of tokens. They are the ones that record the terms of the transaction and ensure their unconditional fulfillment, which minimizes the risks of fraud and ensures complete transparency of all transactions. Auditing smart contracts is a mandatory step in the process of preparing an ICO in Serbia, since even minor errors in the code can lead to serious financial losses. The procedure is carried out by specialized independent firms that assess the security and correctness of the execution of the program code, check the compliance of contracts with business logic and regulatory needs.

Selecting and registering an ICO platform in Serbia is another critical step. It must support the required token standards, ensure reliable interaction with smart contracts and wallets, and guarantee stable and secure operation under load. Currently, international blockchain platforms (Ethereum, Binance Smart Chain, Polkadot) and local solutions are available on the market.

To successfully launch the project, you will need to register the ICO platform in Serbia officially, which allows you not only to comply with the law, but also to increase the trust of potential investors and partners. The possibilities of scaling, support for various types of tokens, integration with payment systems and the convenience of the user interface are taken into account.

Technical support of wallets when receiving an ICO in Serbia plays an equally prime role, as wallets are considered a key tool for investors to interact with digital assets. The security of storing and transferring tokens contingent on the level of protection of wallets, the methods of authentication and data encryption used. In practice, multi-signature wallets, two-factor authentication and other modern means of ensuring protection are often used.

Responsibility of organizers when receiving ICO in Serbia

The legislation sets strict rules that are aimed at ensuring the protection of the interests of investors and participants in the digital asset market. In order to successfully and smoothly implement a project, it is compulsory not only to correctly formalize the company structure for ICO in Serbia, but also strictly follow all established standards. Organizers must be ready to exercise systematic control over all stages.

Civil liability covers a wide range of obligations that fall on the shoulders of key officials. First of all, this concerns compensation for losses that may be incurred by investors due to:

• improper project management;
• providing false information;
• violations of the terms of issue and placement of tokens.

Then investors have the right to go to court with claims for compensation for damages. To minimize such risks, it is extremely prime to register the financial model of the ICO in Serbia in a timely manner. It becomes the basis for understanding and evaluating the project by investors, regulators and counterparties.

Administrative sanctions are another serious category of liability. The law requires mandatory registration and licensing of ICO activities in Serbia upon launch. This is especially true if we are talking about the issue of investment tokens, which are essentially equivalent to securities. Failure to comply with these needs is punishable by significant fines, which can reach from 500 thousand to 5 million RSD (≈ 4.2-42 thousand EUR).

There are fines for violations in the field of disclosure of information and protection of investors' interests - up to 3 million RSD (≈ 25 thousand EUR). For non-compliance with AML/KYC rules, fines can reach 10 million RSD (≈ 85 thousand EUR). Organizing an ICO in Serbia requires project participants to clearly understand and comply with these conditions.

Criminal liability occurs when actions go beyond civil and administrative violations and acquire the characteristics of criminal acts. Such situations include fraud, theft of investor funds, forgery of indentures, and other illicit actions aimed at illicit enrichment. The perpetrators may be subject to criminal liability, which provides not only for large fines, but also imprisonment.

Conclusion

Obtaining an ICO in Serbia is a complex licit, financial and organizational event that requires a deep understanding of national legislation and European directives. To successfully conduct the procedure, it is compulsory to build a transparent, sustainable and correct business structure. It is compulsory to competently prepare all the compulsory materials and ensure compliance with regulatory needs.

At every step of the project execution, it is prime to carefully monitor the process, starting from the stage of choosing a licit form and obtaining all permits. At the final stage, it is compulsory to prepare a high-quality and timely report on the ICO in Serbia, which ensures full compliance with the needs of regulators. Due to the high complexity and many nuances, contacting specialists from a professional consulting agency becomes a guarantee of successful project execution.

Our experts have deep knowledge of Serbian legislation, as well as practical experience in supporting projects in the field of blockchain and digital assets. We know all the specifics of local directive, can quickly resolve emerging issues and guarantee full support at all stages. By contacting us, the client receives licit assistance in the form of a comprehensive solution. This will allow you to obtain a tax number for ICO in Serbia and conduct a project audit as efficiently as possible. We help minimize risks, speed up the launch process and ensure full compliance with all directives.