Amendments to the Law on the central beneficial ownership register

On 27 February 2023, the Serbian Parliament enacted a number of laws, including the Law Amending the Law on the Central Register of Beneficial Owners (Official Gazette of the Republic of Serbia Nos. 41/2018, 91/2019, 105/2021, and 17/2023; The Law).

The scope of Article 3 has been broadened to include definitions of persons authorised by the Law to input information into the Central Register. Under this provision, where a Registered Entity is incorporated electronically, its founder is the Authorised Person for purposes of the Law, whereas in all other cases the Authorised Person is the statutory representative of the Registered Entity. Article 3 has given these categories of persons equal status with the Authorised Person of a Registered Entity, which is relevant for misdemeanour sanctions imposed for breaches of the Law.

Moreover, Article 7 now includes a new paragraph that clarifies how information is input into the Central Register where a Registered Entity is incorporated. This provision stipulates that these data are to be entered by the Authorised Person (in this case the founder of the Registered Entity) using client-side software for electronic submission of applications to incorporate Registered Entities.

The updated definitions of Authorised Persons required to register data with the Central Register at the time of incorporation of a Registered entity, and the new Article 7 of the Law, will take effect on 1 October 2023, with all other amendments entering into effect on 16 May 2023. As announced by the Serbian Business Registration Agency, the aforementioned represents a consequence of the additional time required for the transition to new software which would enable the registration of the beneficial owner in the procedure of electronic establishment of business entities. Although this piece of legislation may not have been amended to any major degree, the latest changes do carry weight. Application of this Law had revealed businesses were often uncertain as to which company officer was authorised to register information with the Central Register. This gave rise to the need to provide clarity, and the amendments have now removed any ambiguities that may have existed.