On 8 November 2021 the Official Gazette of the Republic of Serbia published amendments to the Law on Registration Procedure in the Agency for Business Registers and to the Law on the Central Registry of Ultimate Beneficial Owners. Aim of the amendments is to facilitate registration procedures in the Registry of Commercial Entities of the Republic of Serbia, as well as to reduce abuses and irregularities that occasionally occurred in practice.
We emphasize the following changes that, in our view, may be relevant to companies doing business in Serbia:
AMENDMENTS TO REGISTRATION PROCEDURES AT THE AGENCY FOR COMMERCIAL REGISTRIES
As of 16 November 2021,
- When a company’s representative is dismissed, and no other representative of such company exists or has been appointed, its shareholder will be authorized to directly request the registration of the dismissal;
- When they are to be submitted with a registration filing, the Registry will be obliged to obtain on its own all data and documents that are otherwise kept in official registries in the Republic of Serbia. This is in line with the Law on General Administrative Procedure and should make the registration process easier for applicants when such documents must be submitted, but it should be noted that, when it is to collect data on its own, the deadline for the Registry to register changes starts from the day it obtains all the necessary data. In certain circumstances (e.g. technical problems in communication between different agencies) this change may actually prolong the registration process, though the law also allows the applicant to obtain and provide such data and documents to the Registry;
- If, upon receiving a registration filing, the Registry finds that there is a pre-existing error in the Registry concerning the data in question, it will correct the error in the registered data, but at the same time reject the filing, and instruct the applicant to make a correction of the application according to the corrected data. The above may prolong the registration process due to a pre-existing error in the registered data (for which the applicant might not be responsible), though the law stipulates that in this case, no additional fee is paid for filing the amended application (which is otherwise paid when the original application is rejected).
- When it finds that it registered data or document without the registration conditions having been met at the time of registration, the Registry will delete such data or document on its own (this may occur within 12 months as of publication of the registered data or document). While this regulation existed for a few years, the novelty is that the Law on Registration Procedure in the Registry of Commercial Entities no longer stipulates that the Registry is to provide a decision on the deletion to the person whom the deleted data / documents refer to.
As of 16 November 2022,
- Digitized documents (documents originally made on paper but subsequently digitized) can be submitted with the registry filing. In addition to persons authorized to digitize documents pursuant to special laws, lawyers will also be permitted to carry out the digitization process from the said date. The above should greatly reduce digitization costs and the need to submit paper documentation to the Registry, but the practical application of this novelty will depend on the fulfillment of conditions for lawyers to perform digitization (issuance of adequate certificates and electronic stamps) as well as the enabling of the Registry to receive all registration filings electronically.
As of 16 May 2023,
- Applications for registration of new companies will be submitted exclusively electronically. Currently, electronic filings of new companies are voluntary.
- Delivery of decisions and other acts of the Registry to entities registered as users of the e-Government portal shall be made exclusively via the electronic inbox that such users can access on the mentioned web-portal.
AMENDMENTS TO RULES ON ULTIMATE BENEFICIAL OWNERS
As of 16 May 2023, the company registration process will include an obligation of new company’s founders to record the identity of the company’s ultimate beneficial owners. The recording will be carried out via web app of the Agency for Commercial Registry (as it is currently the case), with the difference that pursuant to the amendments the recording will be done together with the filing for the registration of the new company and directly by the founders of the new company (presently, the recording of ultimate beneficial owners of a newly established company is done within 15 days as of the company’s establishment by the company’s legal representative).
Amendments also impose fines (up to two million RSD) for founders who do not record the identity of ultimate beneficial owners during the incorporation process, or if they record incorrect data.
This text is for informational purposes only and is not legal advice. Feel free to contact us if you need additional information.