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Amendments to the Law on the Registration Procedure in the Business Registers Agency

Amendments to the Law on the Registration Procedure in the Business Registers Agency and the Law on the Central Register of Ultimate Beneficial Owners

In the Official Gazette of the Republic of Serbia no. 105 from November 8th 2021, amendments to the Law on the Registration Procedure in the Business Registers Agency were published, as well as amendments to the Law on the Central Register of Ultimate Beneficial Owners, which entered into force on the eighth day from the day of publication in the Official Gazette of the Republic of Serbia, ie from November 16th, 2021, with deferred deadlines for the application of certain provisions.

1. Law on Amendments to the Law on Registration Procedure in the Business Registers Agency (hereinafter: “Law on Registration Procedure”)
The amendments to the Law on Registration Procedure first provide for the possibility that a member of the company may apply as an authorized applicant for registration of the dismissal of a person authorized for representation, if at the same time no other person authorized to represent has been appointed.
Furthermore, the amendments to Article 9 of the Law on Registration Procedure now stipulate that the application for founding a company is submitted to the Agency only in electronic form, while Article 15 is amended by specifying that the 5 working days within which the registrar decides on the application begins to run on the next day from the day of obtaining data, ie documents in case the registrar obtains data and documents ex officio.

The novelties were also introduced in regards to submitting a written copy of the decision of the registrar, so that it is prescribed that to the users of e-government services registered in accordance with the law regulating e-government, delivery is made exclusively in the Electronic mailbox.

When the decision of the registrar has legal effect from the day of delivery, the regularity of delivery is assessed in accordance with the provisions of the law governing the general administrative procedure, and if the delivery is made in the Electronic mailbox, in accordance with the provisions of the law governing electronic documents, electronic identification and trust services in e-business.

Although the amendments provided by the Law on Registration Procedure entered into force on the eighth day from the day of its publication, the provision prescribing the mandatory establishment of a company in electronic form, as well as the provision relating to delivery to the Electronic mailbox to e-government service users, will apply after the expiration of 18 months from the day the Law entered into force, ie from May 16th, 2023.

2. Law on Amendments to the Law on the Central Register of Ultimate Beneficial Owners (hereinafter: the “Law on UBO”)

Amendments to the Law on UBO introduced the term of authorized person and responsible person in a registered entity, which is to be considered:

  •  the founder in the process of establishing a registered entity electronically;
  • a person authorized to represent the registered entity in all other cases.

The authorized person will record the data in the Central Register, through the user application for receiving the electronic application for the establishment of Registered Entities.
Amendments to the Law on UBO also introduced new penalty provisions – misdemeanor in case of establishment of a registered entity electronically, which stipulates that a fine of 500,000 to 2,000,000 dinars will be imposed on a registered entity – legal entity, if in the process of establishing a registered entity electronically it did not record accurate data on the ultimate beneficial owner of the subject in the Central Register.

A fine of 50,000 to 150,000 dinars will be imposed on the responsible person in the Registered Entity – legal entity for the stated misdemeanor.

The mentioned amendments to the Law on UBO entered into force on the eighth day from the day of their publication in the Official Gazette, and they shall be applied after the expiration of 18 months period from the day of entry into force, ie from May 16th, 2023.

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