Central Register of Beneficial Owners — who is required to register, what are the deadlines, and what documentation is required?

The Central Register of Beneficial Owners is an electronic database maintained by the Serbian Business Registers Agency (APR). The register contains data on the natural persons who are the beneficial owners of legal entities and other entities registered in the Republic of Serbia.

The obligation to register beneficial owners applies to:

• business companies (except public joint-stock companies),
• cooperatives,
• branches of foreign business companies,
• business and other associations (except chambers of commerce and their representative offices, political parties, trade unions, sports organizations, churches and religious communities),
• foundations and endowments,
• institutions,
• representative offices of foreign business companies, associations, foundations and endowments,
• trusts and similar legal arrangements managed from the Republic of Serbia.

Entrepreneurs (sole proprietors) are not required to register beneficial owners.

Key changes

Compared to the previously applicable Law on the Central Register of Beneficial Owners, the new Law on the Central Register of Beneficial Owners introduces the following key changes:

• entities are now required to submit documentation on the basis of which the beneficial owner was determined;
• the deadline for registering changes has been extended to 30 days from the date the change occurred (the previous deadline was 15 days);
• an obligation is introduced to verify the data entered in the register once a year.

What documentation must be submitted?

Depending on the legal form of the registered entity and the basis for registration, the documents on the basis of which the beneficial owner was determined must be submitted. These may be any relevant documents used to determine the beneficial owner. For limited liability companies, this is most often an extract from the business entities register, together with the founding act. For joint-stock companies and associations, the founding act must be submitted along with the statute. Depending on the basis for registration, other legally relevant documents must also be submitted.

If the documents are in a foreign language, or are foreign documents, they must be translated by a certified translator and, in certain cases, must also bear an apostille.

Retention of documentation

It is important to emphasize that a registered entity is required to keep accurate and up-to-date data and documentation on the basis of which the beneficial owner was registered for at least ten years from the date the beneficial owner was registered, or ten years from the date the last change to the beneficial owner's data was registered.

What happens if you fail to register the beneficial owner or register incorrect data?

The law prescribes high monetary fines for registered entities that fail to register the beneficial owner, fail to submit the appropriate documentation, or otherwise fail to act in accordance with their other legal obligations, as well as the possibility of imposing protective measures such as a ban on carrying out certain activities.

Furthermore, criminal liability is prescribed for a person who, with the intent to conceal the beneficial owner, fails to register the beneficial owner, registers false data on the beneficial owner as true, or changes or deletes true data on the beneficial owner of a registered entity, trust, or a legal relationship similar to a trust. This criminal offense carries a prison sentence of six months to five years.