Forming a company in Bosnia with two or more owners
Starting a business with a partner — or a group of investors — works the same way as a single-founder company, with a few decisions you should make in writing before you sign.
The usual choice: a d.o.o. with several members
Most partners choose a d.o.o. with two or more members. Each member’s liability is limited to their contribution, the capital minimum stays at BAM 1,000 in total, and shares can be split in any proportion — 50/50, 60/40 or among many investors.
All founders sign the founding agreement. Partners abroad sign a power of attorney at a notary in their own country; nobody needs to travel, and signatures from different countries can be collected in parallel.
Decide this before you sign
- Share split and how much capital each partner pays in
- Who is director, and whether directors sign alone or jointly
- Which decisions need unanimity (new partners, loans, sale of the company)
- Profit distribution and dividend policy
- What happens when a partner leaves, dies or is in breach
- Deadlock resolution if 50/50 partners disagree
We draft the founding agreement with these points; a separate shareholder agreement is recommended for larger investments.
Company forms for partners
Bosnian law also offers partnerships — Article 3 of the Law on Business Companies of the FBiH lists all four forms. They suit specific cases; in practice the d.o.o. is chosen far more often.
| d.o.o. (LLC) | Ortačko društvo (o.d.) | Komanditno društvo (k.d.) | |
|---|---|---|---|
| Liability of owners | Limited to contribution | Unlimited, personal | Unlimited for general partners, limited for limited partners |
| Minimum capital | BAM 1,000 | None | None |
| Minimum owners | 1 | 2 | 2 (one of each type) |
| Suits | Almost every business | Professional partners who trust each other fully | An active partner plus silent investors |
Questions from partners
How many owners can a Bosnian d.o.o. have?
One or more. There is no practical upper limit for a standard d.o.o. Each member holds a share proportional to the capital contributed, unless the founding act says otherwise.
Do all owners need to sign at a notary?
Yes, every founder signs — either in person in Sarajevo or through a power of attorney signed at a notary in their own country and apostilled. Founders in different countries can sign in parallel.
Can the owners have different nationalities?
Yes. A d.o.o. can have founders from different countries, and a mix of individuals and companies.
What happens if one partner wants to leave?
Their share is sold — to the other members, the company or a third party — by notarised share transfer contract and registered at the court. A shareholder agreement should define the price formula and pre-emption rights in advance.
Does each owner need a residence permit?
No. Owners who do not live or work in Bosnia need no permit. Only owners who move to Bosnia or work there as director or employee apply for residence and work permits.
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