2019. február 28.

Registration of real owners of legal entities in Serbia

Email address must be registered as well

Registration of real owners of legal entities in Serbia

From this year onwards, newly-established companies in Serbia have to register their real owners with the Central Register of Real Owners within 15 days of incorporation. Existing companies had to fulfil this obligation by 31 January 2019. The central register was established at the end of 2018 in Serbia in accordance with the related EU Directive.

In line with the Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing (4th Anti-Money Laundering Directive) ultimate beneficial / real owners have to be registered in many Central and Eastern European countries too. (We have already written about this implementation in Austria, the Czech Republic and Lithuania.)

Deadlines for registering real owners

In Serbia, Article 17 of the Law on the Central Register of Real Owners was adopted and published in the Official Gazette of the Republic of Serbia No. 41/2018 on 31 May 2018. According to this law, the Business Register Agency in Serbia had to establish a Central Register of the Real Owners of Legal Entities and Other Entities Registered in the Republic of Serbia no later than by 31 December 2018.

The same article stipulated that the person authorised to represent the registered entity is obliged to register the necessary data and information on the real owners and the registered entity by 31 January 2019. This was the deadline for all companies incorporated by 31 December 2018 at the latest. Thereafter, newly established companies in Serbia have to register their real owners with the Central Register of Real Owners within 15 days of incorporation.

Data to be provided

The data required is prescribed by Article 5, § 2 of the Law on the Central Register of Real Owners, including:

  • for a domestic natural person – name, unique registration number for citizens and country of residence;
  • for a foreigner – name, passport number and country of issue and / or personal number for foreigners and / or identity card number of the foreigner and the country of issue in accordance with the regulations governing the conditions for entry, movement and stay of foreigners on the territory of the Republic of Serbia, date (day, month, year) and place of birth, country of residence and citizenship;
  • for refugees or displaced persons – personal name, number of ID card, date (day, month, year) and place of birth and country of residence;
  • the reason for acquiring the status of the real owner of the registered entity.

The actual owner of the registered entity can be:

  • a natural person who directly or indirectly holds 25% or more of the shares, voting rights or other rights, based on which they participate in managing the registered entity, or participate in the capital of the registered entity with 25% or more of the shares;
  • a natural person who directly or indirectly exerts a dominant influence on the conduct of business and decision-making;
  • a natural person who indirectly provides or secures funds for the registered entity and, on that basis, significantly influences the decision-making of the managing body of the registered entity when deciding on financing and operations;
  • a natural person who is a founder, a trustee, a protector or a beneficiary, if any, and a person holding a dominant position in the management of a trust, or in another entity of foreign law;
  • a natural person registered to represent cooperatives, associations, foundations and institutions, if the authorised person for representation was not registered by another natural person as the actual owner.
Obligation to register an email address

Apart from the obligation to register the real owners, since 1 October 2018 companies are also obliged to have a registered email address in accordance with Article 21 of the Company Law published in the Official Gazette of the Republic of Serbia No. 36/2011, 99/2011, 83/2014, 5/2015, 44/2018 and 95/2018. 

If you would like to know more about the registration of real owners in Serbia or other taxation or legal issues in the country, please visit the website of WTS Serbia.

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