Best Investment & Business Structuring Lawyers in Bosnia and Herzegovina

1. About Investment & Business Structuring Law in Bosnia and Herzegovina

Investment and business structuring law in Bosnia and Herzegovina governs how companies are formed, reorganized, and financed, as well as how cross-border investments are structured and protected. The framework covers corporate forms, governance, capital structure, and regulatory approvals necessary for lawful operation. Because BiH consists of two entity jurisdictions plus Brcko District, rules vary by area and must be interpreted in context with local registries and courts.

In practice, investors must consider entity formation, capitalization rules, transfer of shares, licensing in regulated sectors, and tax considerations. The law also intersects with anti-money laundering (AML), beneficial ownership, and cross-border movement of profits. Working with a local attorney helps align corporate structuring with both entity-specific and cross-border requirements.

BiH continues to align its corporate governance and investment frameworks with EU standards as part of its accession process.

Source: World Bank

BiH maintains an active investment policy with ongoing reforms to improve the ease of doing business and attract foreign capital.

Source: UNCTAD

OECD highlights continued efforts to strengthen corporate governance, AML controls, and transparency in BiH as part of EU integration efforts.

Source: OECD

2. Why You May Need a Lawyer

• Cross-border investment with foreign participation - A local attorney helps choose the optimal corporate form ( LLC vs joint-stock), structures ownership, and ensures compliant cross-border transfers. They also help with foreign ownership thresholds in regulated sectors.
• Formation of a BiH entity with local regulatory approvals - A lawyer guides name reservation, notarization, and registry filings with entity authorities to avoid delays and errors. This includes coordinating with local courts and registries.
• Drafting or negotiating a shareholder agreement for a joint venture - A lawyer drafts governance arrangements, exit mechanisms, and anti-dilution provisions tailored to BiH law and the specific entity form.
• Corporate restructuring or capital changes - Lawyers prepare capital increases, share transfers, and reorganization plans, and file with the registry while addressing tax and AML implications.
• Licensing and sector-specific compliance - In regulated sectors such as energy, telecommunications, or financial services, counsel navigates licensing, permits, and ongoing compliance obligations.
• AML, Beneficial Ownership and due diligence - A lawyer helps implement customer due diligence, maintain records, and prepare for potential beneficial ownership disclosures to authorities or banks.

3. Local Laws Overview

• Zakon o privrednim drustvima (Law on Companies) - Federation of Bosnia and Herzegovina - Governs formation, governance, capital, and dissolution for companies registered in the Federation. It sets the framework for corporate forms, shareholding, and reporting obligations at the entity level.
• Zakon o privrednim drustvima (Law on Companies) - Republika Srpska - The RS counterpart to the Federation law, addressing similar topics for companies registered in Republika Srpska. Although similar in purpose, procedural steps and registries differ by entity.
• Zakon o porezu na dobit drustava (Corporate Income Tax Law) - Defines corporate taxation, tax base, rates, and compliance for BiH companies, including cross-border income considerations and transfer pricing rules.
• Zakon o sprjecavanju pranja novca i finansiranja terorizma (Law on the Prevention of Money Laundering and Terrorism Financing) - Establishes customer due diligence, record-keeping, and reporting obligations for financial institutions and many reporting entities, with implications for corporate compliance.
• Zakon o strancima (Law on Foreigners) - Regulates residence and work permits for foreign nationals involved in BiH business activities, impacting hiring and residency considerations for foreign managers and investors.

Recent reforms focus on strengthening AML measures, improving corporate governance, and supporting cross-border investment while aligning with EU standards. For procedural specifics, always verify the current official text in the applicable entity gazette or registry.

4. Frequently Asked Questions

What is the difference between an LLC and joint-stock company in BiH?

An LLC limits liability to its capital and is common for smaller ventures; a joint-stock company issues shares and may raise capital from the public. Governance, reporting, and capital requirements differ between forms. Your choice affects tax treatment and investor expectations.

How do I start a business in BiH as a foreign investor?

Begin with market research and select a suitable entity form. You typically need a local address, name verification, tax identification, and local counsel to navigate registration. Residency or work permits may be required for key managers.

What is the process to register a company in Federation BiH?

Prepare founding documents, reserve a company name, and file with the Federation Court registry. Notary action and document translations may be needed, followed by tax registration and publication in the official register. Timelines vary by complexity.

Do I need a local attorney to incorporate in BiH?

Not legally mandatory, but highly advisable. A local attorney ensures correct forms, expedites registry filings, and helps manage tax and regulatory compliance. They can liaise with authorities on your behalf.

How long does it take to register a company in BiH?

Registration typically ranges from two to six weeks, depending on entity form and complexity. Delays often arise from document preparation or missing approvals.

What are the typical costs of setting up a BiH company?

Costs include notary fees, registry charges, and minimum capital where applicable. For LLCs, capital requirements are modest; for joint-stock, higher capital may be needed. Fees vary by city and service level.

Do I need to appoint a local director for BiH companies?

Foreign directors are generally permitted, but some forms or sectors may require a local presence. Confirm governance requirements with counsel to avoid regulatory issues.

Do I need to file annual financial statements in BiH, and when?

Most entities must file annual financial statements within six months of the financial year-end. Late filings can incur penalties and affect registry status and credit relations.

Can I transfer shares to a foreign partner in BiH?

Share transfers usually require board or shareholder approvals and registry filings. If shares are publicly traded, securities rules may apply and trigger additional consent requirements.

What AML requirements apply to BiH companies?

BiH companies must implement customer due diligence, maintain records, and report suspicious activity or transactions. AML obligations extend to banks and certain non-financial businesses used for money movement.

Is there a beneficial ownership registry in BiH?

BiH frameworks require disclosure of beneficial ownership in some contexts, especially for banks and certain regulated entities. The exact scope depends on jurisdiction and entity form, so verify current obligations.

What steps are involved in restructuring a BiH company?

Define objectives and select a restructuring approach, obtain necessary shareholder approvals, adjust capital and governance, and file changes with the registry and tax authorities. Consider creditor protections and tax consequences throughout.

5. Additional Resources

• World Bank - Bosnia and Herzegovina country page - Provides macroeconomic context, investment climate indicators, and reforms affecting private investment. World Bank
• UNCTAD - Bosnia and Herzegovina country profile - Investment policy communications, regime changes, and policy updates relevant to foreign investors. UNCTAD
• OECD - Bosnia and Herzegovina page - Information on reforms, governance, and investment-related guidance. OECD

6. Next Steps

1. Define your investment goals and preferred BiH entity form ( LLC or joint-stock) based on ownership, funding, and risk appetite. This clarifies the engagement scope for a lawyer.
2. Gather key documents early, including passports of owners, proof of address, corporate documents from home jurisdictions, and any existing share registers. This speeds up the registration and structuring process.
3. Identify and shortlist local law firms or sole practitioners with BiH investment structuring experience. Check sector experience, language capabilities, and client references.
4. Request initial consultations to discuss structure options, timelines, and fee arrangements. Prepare a concise briefing and a list of questions for each candidate.
5. Engage a lawyer with a clear engagement letter, defined scope of work, and fee schedule. Confirm deliverables, milestones, and potential additional costs.
6. Begin work with a practical, phased plan for formation, governance, and compliance. Set realistic timelines and schedule follow-up reviews at key milestones.