On 25 May 2018, the Serbian Parliament adopted the Law on the Central Register of Beneficial Owners ("the Law"). The main purpose of the Law is compliance with Chapter III of Directive (EU) 2015/849 of 20 May 2015. The Law will enter into force on 8 June 2018.
The Law introduces the obligation to register data on beneficial owners for the majority of Serbian legal entities ("Beneficial Owners") at the newly created Central Register. The types of legal entities that fall under this requirement include, inter alia, branches and representative offices of foreign companies and business associations operating in Serbia ("Registered Subject").
The Law defines a Beneficial Owner as, inter alia, a natural person who participates in the capital of the legal person with a stake of twenty-five (25) per cent or more; or has a dominant position in conducting business activities; or who provides funds to a company that entitles him/her to influence the decisions of managing bodies; or who is a founder, settlor, trustee or beneficiary of a trust or other entity of foreign law. If none of the required criteria above is fulfilled, the Beneficial Owner shall be considered as the natural person who is the registered representative of the Registered Subject.
The Central Register is managed by the Serbian Business Registries Agency ("SBRA"). It consists of two sets of relevant data: general corporate data on the Registered Subject, which are registered ex officio by the competent registrar; and data on Beneficial Owners, which must be reported to the Central Register by the statutory representative of a Registered Subject.
All data on Beneficial Owners is kept permanently with the Central Register, whereas Registered Subjects are obliged to keep such documents and data for a period of ten (10) years.
Failure to comply with the provisions of the Law can be considered either as:
- a criminal offence, if the failure to register data, registration of untrue data or changes or deletions of truthful data on a Beneficial Owner of the Registered Subject was committed with an intention to conceal a Beneficial Owner of a Registered Subject. The perpetrator shall be punished by imprisonment of between three (3) months and five (5) years;
- a misdemeanour, if a Registered Subject does not register data on a Beneficial Owner of a Registered Subject within the period of fifteen (15) days from the fulfilment of the registration requirements, or if it does not keep documents and data on Beneficial Owners for the statutory period of ten (10) years. Such misdemeanours shall be punished by a monetary fine in the range between RSD 500,000 (approx. EUR 4,250) and RSD 2 million (approx. EUR 17,000) for the legal entity, and in the range between RSD 50,000 (approx. EUR 425) and RSD 150,000 (approx. EUR 1,275) for the Responsible Person of the legal entity.
The Central Register should be established by SBRA by 31 December 2018, while the statutory representatives of Registered Subjects should register data on Beneficial Owners by 31 January 2019. However, all legal entities in question must determine their Beneficial Owners and procure documents and data on them within the period of thirty (30) days after the day when the Law comes into force, i.e. until 8 July 2018 at the latest. A Registered Subject is obliged to make available and deliver such documents and data upon request of a competent state authority or the National Bank of Serbia.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.