The Law on the Centralized Records of Beneficial Owners was passed in the spring of 2018 and came into force on June 8, 2018.

The law concerns the beneficial ownership of legal business entities and the obligation to document and register information about said ownership. This law was created to regulate the area which deals with the prevention of money laundering and the financing of terrorist organizations, for which Serbia is not in sufficient compliance with international guidelines.

The two essential obligations most relevant to business owners are:

• The responsibility to determine the beneficial ownership of a legal business entity and to keep the data concerning the beneficial owner for at least ten years — The deadline to meet this obligation was July 8, 2018.
• The responsibility to enter the data about the owner through the online portal of the Serbian Business Registers Agency — the deadline to comply is January 31, 2019.

Obligation to Determine the Beneficial Owner and Compose a Document to Reflect This Information

Starting July 8, 2018, you are obligated to provide documentation on the beneficial owners at your official business headquarters if your company/organization was established in one of the following forms:

• Company (a limited liability or joint-stock company, excluding open joint-stock companies);
• Cooperative;
• Branch of a foreign company;
• Business association and association, excluding political parties, trade unions, sports organizations and associations, churches and religious communities;
• Foundation and endowment;
• Establishment;
• Representative office of a foreign company, association, foundation, and endowment.

This law does not apply to companies and institutions in which the Republic of Serbia, an autonomous province, or a local authority is the only member or founder.

For the time being, you don’t have to submit this documentation to any institution. This will change on January 1, 2019, when the electronic service for the reporting of data on beneficial owners into the register of the Serbian Business Registers Agency becomes operational.

Until then, you should create a statement about who the beneficial owners are, and then have it signed by the legal representative or another authorized person of your company/organization. This statement should contain the personal data of people who are regarded as beneficial owners.

Below you will find out how to determine who the beneficial owners are. There is no official format for the statement. We recommend that you use one of the templates linked at the bottom of this page to create your statement.

In addition to the statement, you need to have a certificate of incorporation or an excerpt from the register of the Serbian Business Registers Agency which shows the actual ownership structure, as well as the printed ID card reading/scan or copy of the passport for all beneficial owners.

The beneficial owner of the legal business entity is deemed to be:

• A natural person who owns, directly or indirectly, 25% or more of the share, stocks, voting right or other rights, based on which they participate in the management of the Registered Entity, or who participates in the capital of the Registered Entity with 25% or more of the share;
• A natural person who, directly or indirectly, has a predominant influence on the business’ operations and decision-making;
• A natural person who has indirectly provided or provides funds to a Registered Entity and thus significantly influences the decisions made by the managing body of the Registered Entity concerning its financing and business operations;
• A natural person who is a founder, a trustee, a protector, or a beneficiary if designated, of a trust, and the person who has a dominant position in controlling the trust or in any other person under a foreign law;
• A natural person registered to represent cooperatives, associations, foundations, endowments, and establishments, if the authorized representative did not report another natural person as the beneficial owner.

If it is not possible to identify a natural person from the preceding five points in the prescribed manner, the beneficial owner of the Registered Entity shall be the natural person registered to represent or registered as a member of a bodyof such Registered Entity.

Obligation to Register Information About the Beneficial Owner

The law provides for the establishment of a Centralized Records of Beneficial Owners, which is managed by the Serbian Business Registers Agency.

The agency was given a deadline until the end of 2018 to commence operations and starting June 1, 2019, the registration portal became active on the SBRA website.

The goal is to have business entities submit information about beneficial owners electronically, using the qualified electronic certificate (electronic signature) of the managing director, as well as enter any subsequent changes into the registry.

The deadline for the entry of company data is January 31, 2019.

You can find the full text of the law in question here.

Downloadable documents:

Ultimate Ownership Statement (DOCX)

Ultimate Ownership Statement (DOC – Word 97 – 2003)