As of 31 December 2018, the Central Registry of Ultimate Beneficial Owners was established within the Serbian Business Registers Agency (the “Registry”), in line with the Law on Ultimate Beneficial Owners (“Official Gazette of the RoS no. 41/2018).

In addition, the Ministry of Economy issued guidelines which provide more information on the implementation of certain aspects of this Law (the “Guidelines”).

Companies incorporated before 31 December 2018 are obliged to prepare and keep documentation regarding their ultimate beneficial owners at their offices, and these companies are obliged to register their ultimate beneficial owners with the Registry by 31 January 2019. Newly established companies are obliged to register this information with the Registry within 15 days as of their incorporation.

Below is an overview of the Law on Ultimate Beneficial Owners, containing the relevant information from the Guidelines.

Who does this Law influence?

The Law is applicable to the following entities which are registered, or will be registered in the Republic of Serbia, if they not incorporated by or solely owned by the Republic of Serbia, its autonomous provinces or local governments (the “Registered Subjects”):

  1. companies, excluding public joint-stock companies;
  2. cooperatives;
  3. branches of foreign companies;
  4. business and other associations excluding political parties, labour unions, sports organizations and associations, churches and religious communities;
  5. foundations and endowments;
  6. institutions; and,
  7. representative offices of foreign companies, associations, foundations and endowments.


UBO Determination

An ultimate beneficial owner (the “UBO”) in the Registered Subject is deemed to be a natural person which:

1. has direct or indirect ownership of at least 25% of shares, stocks, voting or other rights in Registered Subject, under which the natural person participates in the Registered Subject’s management or in Registered Subject’s share capital with 25% or more share;

2. has direct or indirect prevailing influence on the business management or decision making;

According to the Guidelines, prevailing influence means the prevailing influence of natural person (the absolute choice or the absolute veto) in decision making regarding the financial and business politics of the Registered Subject, including:

(i) the adoption or change of business plan;

(ii) a change of business activity, legal form and manner of conducting business;

(iii) taking additional loans; and,

(iv) rendering decisions on the distribution of dividends or other profit.

There is also a prevailing influence if a natural person:

(i) has the right to appoint the majority of directors/members of supervisory board; or,

(ii) has significant involvement in the management and conducting business politics;

3. indirectly provided or provides funds to the Registered Subject on the basis of which the natural person has significant influence on the Registered Subject’s management body’s decisions regarding financing and business;

4. is a founder, trustee, protector, beneficiary if it is determined, or a person that has a dominant position in the management of the trust or another foreign law entity; or,

5. is a registered representative of cooperatives, associations, foundations, endowments and institutions, if the authorised representative has not registered another natural person as the ultimate beneficial owner.

If none of the criteria from points 1 – 5 is applicable – then the registered representative or registered member of the Registered Subject’s body is deemed as UBO.

Please note that the aforementioned criteria are not alternatively prescribed; if there are more natural persons who all fall under the scope of any of these criteria, they will all be deemed as UBOs (i.e. if one person owns at least 25% of shares, and another person has prevailing influence on an entity’s management body’s decisions regarding financing and business – they both will be deemed as UBOs). In this regard:

i) each natural person (who is deemed to be the UBO) will be registered with Registry as the UBO under only one of the criteria.

ii) under the criteria 1, 3 and 4 – there can be more than one UBOs.

iii) under the criteria 2 (prevailing influence) – there can be only one UBO.

UBO Registration

The registration of an UBO is performed electronically with the Registry which can be done only by the legal representatives of the Registered Subjects. Registered Subjects incorporated until 31 December 2018 are obliged to register their UBOs with the Registry by 31 January 2019. Newly established Registered Subjects (after 31 December 2018) are obliged to register this information with the Register within 15 days as of their incorporation.

In the event of a change in the ownership structure (or other changes relevant for the determination of UBOs and the related information), the Registered Subjects are obliged to update or register the changes with the Registry within 15 days since the day of the relevant change.

The following information, ("Information") in relation to the UBO, will be registered with the Registry:

- in the case of Serbian citizens, the person's name, identification number and country of residence

- in the case of foreigners, the person's name, passport number and issuing country and/or their personal number and/or identity card number and issuing country, time and place of birth, country of residence and citizenship; and,

- the criteria mentioned above for acquiring the UBO status.

The UBO’s registration with the Registry encompass the following:

- The creation of an account with the Registry – this can be done online, through the Registry’s website, and,

- Entering the Information by using an electronic certificate – this needs to be done by the legal representative with a valid electronic certificate issued in his name. Please note that, at this moment, the application provided by the Registry (for the UBO registration) does not allow the use of an electronic certificate which contains only the passport number of the legal representative. It allows the use of a certificate issued on the basis of a personal number i.e. this is possible for Serbian citizens or foreigners with residence in Serbia only. However, we were informed by the Registry that this is technical mistake and that it will be corrected until the deadline for the registration of UBOs (31 January 2019).

Documentation under which the UBO is Determined

According to the Law on Ultimate Beneficial Owners, Registered Subjects are obliged to have in their possession appropriate, accurate, and up-to-date documents (in hard copy or electronic form, according to Guidelines) under which the UBO is determined (“Documents”). The Registered Subjects had to comply with this obligation until 8 July 2018. The Documents will need to be kept by the Registered Subjects for a period of ten years after the date of the registration of the UBO with the Registry.

The Law is silent regarding the types of documents which should be kept by the registered Subject, but it stipulates that the UBOs should be determined on the basis of such documents. However, the Guidelines provide the following information, in relation to the documentation which may be deemed as sufficient for determining the UBO:

If the UBO is deemed to be a person from point 1):

- an excerpt from the competent registry not older than 6 months;

- if the information on the UBO cannot be obtained from the competent registry, the information on the UBO may be obtained from the business documentation submitted by a representative of the foreign entity. For example, a Shareholders’ Agreement or a Decision on Incorporation may suffice if they contain the necessary information.

If the UBO is deemed to be a person from point 2):

- a shareholders’ agreement;

- a decision on incorporation;

- a statement by an authorized representative or other evidence proving that this person has, directly or indirectly, a predominant influence on the conduct of business and decision making.

If the UBO is deemed to be a person from point 3):

- bank excerpts;

- fiduciary agreements; or

- a statement by an authorized representative or other documents proving the transaction.

Please note that this list is not exclusive, and any document which allows the determination of a UBO and containing relevant data on that person would suffice, which may be determined depending on the specific circumstances of each case.

The Sanctions

The Law prescribes monetary fines in the range from RSD 500,000 (approx. EUR 4,200) to RSD 2,000,000 (approx. EUR 17,000) for the Registered Subject and monetary fines in the range from RSD 50,000 (approx. EUR 420) to RSD 150,000 (approx. EUR 1,270) for the Registered Subject's responsible person if the Registered Subject does not:

i. register the UBO (with the related Information) within the prescribed deadline; or,

ii. have in their possession the Documents.

In addition, the Law on Ultimate Beneficial Owners prescribes felony charges for a person which, in order to hide the UBO, does not register the Information, registers false Information, changes or removes the correct Information. For this felony there is a prescribed prison sentence in the range from 3 months to 5 years.