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Start of Ultimate Beneficial Owners Registration in Accordance with the Law on Central Register of Ultimate Beneficial Owners

On 15 December 2018, both the Rules on the Method and Conditions of Electronic Exchange of Data among Serbian Business Registers Agency (“SBRA”), Government Authorities and National Bank of Serbia for the Purpose of Registering Ultimate Beneficial Owners (“Official Herald RS”, No. 94/2018), and the Rules on the Content of the Central Register for the Purpose of Registering Ultimate Beneficial Owners (“UBO”) of Registered Entities (“Official Herald RS”, No. 94/2018) came into force.
The Ministry of Commerce of the Republic of Serbia has also published a guide for registering UBO of an entity registered in the Central Register, which provides important guidelines for determining the UBO (hereinafter the “Guide”). It should be noted that all domestic companies (other than publicly traded joint-stock companies), cooperatives, branches of foreign companies, associations, foundations, endowments, institutions, as well as representative offices of foreign companies, associations, foundation, endowments (hereinafter the “Registered Entities”) are required to register their respective UBO, which has to be a physical person determined based on one of the criteria prescribed by the Law on Central Register of UBOs. This Law does not apply to Registered Entities that are undergoing bankruptcy or compulsory liquidation proceedings.

The registration of UBOs shall be made by the statutory representatives of the Registered Entities, online, on the website of the SBRA, with the mandatory use of qualified certificate for electronic signature. The deadline for the registration is 31 January 2019. Newly established entities must register their UBOs within 15 days of incorporation. If there are changes to the registered data, the registration must be amended within 15 days.

The Rules on the content of the Central Register for the purpose of registering UBOs of Registered Entities has imposed the method of entering the data in the Central Register, which is kept by the SBRA, as well as codes under which a UBO shall be registered, depending on the criteria used to determine the UBO.

Registered Entities are not obliged to make a special decision to identify the UBO, however, they are obliged to keep record of the documents used to determine the UBO. In that regard, the Guide provides a non-exhaustive list of examples of documents which can be used to determine the UBO (e.g., shareholders’ agreements, articles of incorporation, affidavit of the representative).

The guidelines from the Guide are of particular importance for determining the UBO and in that regard the Guide provides:

  • If more physical persons meet the UBO criteria, who the UBO is deemed to be;
  • A UBO can be registered based only on one of the set criteria;
  • When it is possible, based on which criteria, to register more than one physical person as UBO;
  • Criteria based on which it can be determined that a physical person has prevailing influence on business management and the decision making of the Registered Entity, or who provides funds, directly or indirectly, to the Registered Entity;
  • In the case that there is an investment fund in the ownership structure of the Registered Entity, the UBO of the Registered Entity for the investment fund is determined taking into consideration the company managing that investment fund.

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Danica Gligorijević

Darija Ognjenović

Jelena Edelman

Ana Krstić

Vladimir Stojaković