The Law on Central Record of Beneficial Owners (hereinafter: the “Law“), which came into force on 8th June 2018,  regulates the issue of beneficial owners of  companies, i.e. the procedure of documenting and registering information regarding beneficial owners.

The Law defined the deadline for establishment of the Central Record of Beneficial Owners (hereinafter: the “Record“) by the Business Registers Agency (hereinafter: the “BRA”) until 31st December 2018.

Establishment of the Record resulted in obligation for companies (except for public joint stock companies) to record data regarding natural persons – beneficial capital owners through user application on the BRA’s website until 31st January 2019. An authorised representative of a company (hereinafter: the ”Registered Representative“) is, under the Law, obliged to record the data.

Article 13 of the Law prescribes a criminal offence that is committed by a person who with the intent to conceal a beneficial capital owner of a registered entity (1) does not register in the Record data on the beneficial owner of a registered entity, (2) registers untrue data in the Record about the beneficial owner of a registered entity, or (3) changes or deletes in the Record truthful data about the beneficial owner of a registered entity. Prescribed penalty for this offence is prison from 3 months up to 5 years.

The Record as a public, centralised database, contains information about registered subject, its beneficial owner(s) as well as dates of data registration in the Record. During the registration procedure, only the requested data shall be entered without submitting any documents and statements based on which a beneficial owner is determined – thus the registered subject is obliged to keep them in either electronic or paper form.

Procedure of registration of beneficial owners, in order to fulfil the legal obligation, is the following:

1) User account.

It is necessary to create user account in the BRA’s centralized user login system, which is accessed through the BRA’s website. The user account may be created by any person, but the filled in information must be signed only by the Registered Representative.

2) Entering the data.

Created user account is used for filling in the data about beneficial owners in the request for registering beneficial owners (hereinafter: the “Request”). Detailed guidelines on data entry are provided in the Rulebook on the Content of the Central Record for the Purpose of Registering the Beneficial Owners of the Registered Entity (hereinafter: the “Rulebook”).

The Request is filled in with the following information:

  • legal ground for the designation of a natural person as the beneficial owner (the Rulebook prescribes marks and sub-marks depending on the type of the legal ground to be entered);
  • information about a natural person designated as the beneficial owner of the registered entity (name, personal identification number, passport number for foreigners); as well as
  • percentage of the shares/stocks on the basis of which beneficial owner participates in the control of the registered entity.

Since data entry may be done by third parties, if the account user which is not Registered representative fills out the Request on behalf of an authorised person, the procedure is simplified by having the ability to copy the page URL and forward prepared data to the Registered representative for signing.

3) Electronic  signing of the Request.

Bearing in mind that data recording is done exclusively by electronic means, it is necessary that Registered Representative has:

  • qualified electronic certificate, issued by certified body in the Republic of Serbia (e.g. Ministry of Internal Affairs, Halcom, Chamber of Commerce, Post, etc.)
  • electronic card reader (in case the electronic signature is contained in the electronic card) as well as
  • installed and activated NexU-APR application for electronic signing of the documents by using electronic signatures, which may be downloaded from the BRA’s website without any compensation.

If the above listed requirements are met, successful electronic signing of the Request by the Registered Representative is enabled.

In this manner, after the signing process has been completed the data will be recorded and the information about beneficial owners shall be registered and displayed on the web page.

Further guidelines for recording procedure are provided in the Rulebook [link] issued by the Minister of Commerce as well as in the Technical Guideline for Signing Documents and Requests Using Qualified Electronic Signature [link] provided by the BRA.

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