On 31 May 2018 the Law on Centralised Records of Beneficial Owners was published in the Serbian Official Gazette No. 41/2018. The Law was enacted on 25 May 2018, by emergency procedure, without any public consultations and shall become effective on 8 June 2018.
The Law intends to facilitate access to beneficial ownership of legal persons that are subject to registration, including:
- business entities, other than public joint stock companies;
- cooperatives;
- branches of foreign business entities;
- trade associations and associations other than political parties, trade unions, sports organizations and associations, churches and religious communities;
- foundations and endowments,
- civic institutions, and
- representative offices of foreign business entities, associations, foundations and endowments.
Entities that are already registered in Serbia shall have to identify their beneficial owners, as well as to provide data and documents in relation to their ownership structure by 8 July 2018 at latest. Serbian Business Registers Agency shall establish the Centralised Records of Beneficial Owners by 31 December 2018, while the authorized representatives of the registered entities shall have to register data on beneficial owners of entities they represent by 31 January 2019 at latest.
According to the law, following natural persons are considered beneficial owners:
- a natural person who holds, directly or indirectly, 25% or more of interest, shares, voting or other rights, based on which it participates in the managing of Registered Entity and/or has a 25% or more equity interest in the Registered Entity;
- a natural person who, directly or indirectly, has decisive influence on the conduct of activities or decision making
- a natural person who indirectly provides funding for the Registered Entity, and on that basis has an important impact on the Registered Entity’s managing bodies decision making on financing and the conduct of activities
- a natural person who is a settlor, a trustee, a protector, a beneficiary, if any, or any other natural person exercising ultimate effective control over the trust or other entity existing in accordance with the foreign law;
- a natural person who is registered to represent cooperatives, associations, foundations, endowments and civic institutions, if no other natural person has been declared a beneficial owner.
If, based on the above listed criteria, it would not be possible to establish who beneficial owners are, than the natural person registered for representation and/or the natural person registered as a body member of such an entity, shall be deemed to be the beneficial owner.
Failure to comply with the Law shall be considered a criminal offence, punishable by up to 5 years of imprisonment, and misdemeanour, where a fine may be imposed on the legal entity and responsible persons.
If you have any questions regarding the above, please contact Igor Živkovski, Živković Samardžić Partner (igor.zivkovski@zslaw.rs), or any of your regular contacts at Živković Samardžić.