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About the Central Records

The Central Records of Beneficial Owners started operating on 31 December 2018 within the Serbian Business Registers Agency, with a view to making data on the beneficial owners of legal entities and other entities registered in the Republic of Serbia readily available to competent authorities. In this manner, the Central Records are part of the system for combating money laundering and terrorism financing in the Republic of Serbia.

The Records are organized in accordance with international standards that are an integral part of Recommendations 24 and 25 of the Financial Action Task Force (FATF) - an intergovernmental body that sets standards in the field of combating money laundering, terrorist financing and the proliferation of weapons of mass destruction. The degree of compliance of the system in Serbia with those standards is checked and evaluated by MONEYVAL, a Committee of the Council of Europe.

Relevant Regulations and Other Acts

Glossary

THE CENTRAL RECORDS OF BENEFICIAL OWNERS are a public, integrated, central, electronic database of natural persons who are the beneficial owner of a Registered Entity.

RECORDING is the entry, change or deletion of data that are specified by law and other regulations as the subject of recording in the Central Records.

THE BENEFICIAL OWNER is:

  1. a natural person, who indirectly or directly owns 25% or more shares, voting rights or other rights, on the basis of which they participate in the management of the Registered Entity, i.e. participates in the capital of the Registered Entity with a share of 25% or more;
  2. a natural person who directly or indirectly has a predominant influence on business management and decision-making;
  3. a natural person, who indirectly provides or is providing funds to the Registered Entity and, on that basis, significantly influences the decision-making of the management body of the Registered Entity when deciding on financing and business operations;
  4. a natural person who is the founder, trustee, protector, beneficiary if designated, as well as the person who has a dominant position in the management of the trust, i.e. in another entity under foreign law;
  5. a natural person who is registered as the representative of cooperatives, associations, foundations, endowments and institutions, if the authorized representative has not registered another natural person as the beneficial owner.

THE GROUNDS FOR RECORDING IN THE CENTRAL RECORDS are:

  1. founding of a Registered Entity;
  2. changes in the ownership structure and members of the bodies of the Registered Entity, as well as other changes on the basis of which the fulfillment of the conditions for acquiring the capacity of beneficial owner of the Registered Entity can be assessed.

REGISTERED ENTITIES are legal entities and other forms of organization that are under the obligation to record data on the beneficial owner:

1. COMPANIES (other than public joint stock companies)

Limited Liability Company - A limited liability company shall be a company in which one or more company shareholders hold shares in the registered capital of the company, but where shareholders are not liable for obligations of the company except in the cases provided for in Articles 18 (piercing corporate veil) and 548 (forced liquidation) of the Company Law (hereinafter: “the CL”).

A limited liability company is a legal person incorporated with the SBRA's Register of Business Entities.

Art. 139-244 of the CL (Official Gazette of the RS, Nos. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021).

Joint Stock Company - A joint stock company shall be a company whose registered capital is divided into shares held by one or more shareholders who are not held liable for the obligations of the company, except as provided for in Article 18 (piercing corporate veil) and Article 548 (forced liquidation) of the CL. A joint stock company shall be liable for its obligations up to the total amount of its assets.

A joint-stock company is a legal person incorporated with the SBRA's Register of Business Entities.

Art. 245-469 of the CL (Official Gazette of the RS, Nos. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021).

Limited partnership - A limited partnership shall be a company which has at least two members, of which at least one shall have unlimited joint and several liability (general partner) and at least one shall have limited liability up to the amount of his/her not paid or not made contribution (limited partner), except as provided for in Article 18 (piercing corporate veil) of the CL.

A limited partnership is a legal person incorporated with the SBRA's Register of Business Entities.

Art. 125-138 of the CL (Official Gazette of the RS, Nos. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021).

General Partnership - A general partnership shall be a partnership of two or more partners who have unlimited joint and several liability for obligations of the partnership up to the value of their entire assets. If the partnership charter or another agreement between the partners contains a provision on limiting the liability of partners toward third parties, such provision shall have no legal effect.

A general partnership is a legal person incorporated with the SBRA's Register of Business Entities.

Art. 93-124 of the CL (Official Gazette of the RS, Nos. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021).

2. COOPERATIVES

A cooperative is a legal person incorporated with the SBRA's Register of Business Entities. It is a specific form of organization of natural persons (cooperative members), that realizes its economic, social, cultural and other interests by operating on cooperative principles, and that manages and controls the operations of the cooperative.

A cooperative shall be incorporated with the SBRA's Register of Business Entities.

Article 2 of the Law on Cooperatives (Official Gazette of the RS, No. 112/2015).

3. BRANCH OFFICES OF FOREIGN COMPANIES

A branch office of a foreign company shall be a separate organizational part of the foreign company through which the foreign company conducts its business in the Republic of Serbia in accordance with the law.

The branch office of a foreign company shall not have the capacity of a legal person but its incorporation with the SBRA's Register of Business Entities is mandatory.

Art. 567-573 of the CL (Official Gazette of the RS, Nos. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021).

4. REPRESENTATIVE OFFICES OF FOREIGN COMPANIES

A representative office of a foreign company (hereinafter: “the representative office”) shall be its separate organisational part which may conduct preliminary and preparatory actions for the purpose of concluding legal transactions for this company.

The representative office may conclude only legal transactions related to its current business activities. The foreign company shall be liable for obligations toward third parties arising from the business activities of its representative office.

The representative office shall not have the capacity of a legal person but its incorporation with the SBRA's Register of Business Entities is mandatory.

Art. 574-577 of the CL (Official Gazette of the RS, Nos. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021).

5. ASSOCIATIONS

An association shall be a voluntary and non-governmental, non-profit organization, founded upon the freedom of association of several natural or legal persons, established for the purpose of achieving and improving a specific joint or common goal and interest, provided that these are not prohibited by the Constitution or Law.

An association is a legal person incorporated with the SBRA's Register of Associations.

Article 2 of the Law on Associations (Official Gazette of the RS, Nos. 51/2009, 99/2011 – other law and 44/2018 – other law).

6. FOUNDATIONS

A foundation shall be a legal person without membership and assets, established for the charitable achievement of public benefit purposes that are not prohibited by the Constitution or law. Foundations are non-profit, non-governmental organizations.

A foundation is a legal person incorporated with the SBRA's Register of Endowments and Foundations.

Article 2 paragraph 2 and Article 4 of the Law on Endowments and Foundations (Official Gazette of the RS, Nos. 88/2010, 99/2011 – other law and 44/2018 – other law).

7. ENDOWMENTS

An endowment shall be a legal person without membership to whom a founder has allocated certain assets for the charitable achievement of public or private benefit purposes that are not prohibited by the Constitution or law. Endowments are non-profit, non-governmental organizations.

An endowment is a legal person incorporated with the SBRA's Register of Endowments and Foundations.

Article 2 paragraph 1 and Article 4 of the Law on Endowments and Foundations (Official Gazette of the RS, Nos. 88/2010, 99/2011 – other law and 44/2018 – other law).

8. INSTITUTIONS

Healthcare Facility - A healthcare facility is a legal person incorporated with the SBRA's Register of Healthcare Facilities.

A healthcare facility may be established with publicly- or privately-owned funds unless otherwise prescribed by the Law on Health Care.

A privately-owned healthcare facility shall be established by a legal or natural person, under the terms and conditions prescribed by the Law on Health Care. Relevant articles of the Company Law shall apply accordingly to the management bodies, status changes, change of legal form and dissolution (strike-off) of privately-owned healthcare facilities.

A healthcare facility may be established in accordance with the regulations governing public-private partnerships unless otherwise prescribed by the Law on Health Care.

Art. 28 of the Law on Health Care (Official Gazette of the RS, No. 25/2019).

Cultural Institution - A cultural institution is a legal person incorporated with the SBRA's Register of Cultural Institutions, established for the purpose of performing cultural activities, which ensures the exercise of citizens’ rights, i.e. the satisfaction of citizens’ needs, as well as the achievement of other legally established interests in the field of culture. The provisions of the Company Law governing termination and mergers shall apply accordingly to cultural institutions in private ownership.

Article 22 of the Law on Culture (Official Gazette of the RS, Nos. 72/2009, 13/2016, 30/2016-corrigendum, 6/2020, 47/2021, 78/2021 and 76/2023).

9. REPRESENTATIVE OFFICES OF FOREIGN COMPANIES, ASSOCIATIONS, FOUNDATIONS AND ENDOWMENTS 

Representative Office of a Foreign Association - A foreign association, within the meaning of the Law on Associations, shall be an association with a registered office in another country, that has been established under the laws of that country, with the purpose of achieving a joint or common interest or goal, the activities of which are not focused on gaining profit, and any international association, or other foreign, i.e. international non-governmental organization with a membership that have associated on a voluntary basis, for the purpose of achieving a joint or common interest or goal, not aimed at gaining profit.

The representative office of a foreign association has no legal person status separate from the foreign association and can operate in the territory of the Republic of Serbia only after its incorporation with the SBRA's Register of Foreign Associations.

Article 59 of the Law on Associations (Official Gazette of the RS, Nos. 51/2009, 99/2011 – other law and 44/2018 – other law).

Representative Office of a Foreign Endowment or a Foreign Foundation - A foreign endowment or foundation shall be a legal person without membership with a registered office in another country, established in accordance with the laws and regulations of that country for the purpose of pursuing goals deemed for public benefit that are not prohibited by the Constitution and law.

A representative office of the foreign endowment or foreign foundation has no legal person status separate from the foreign endowment or foreign foundation and can operate in the territory of the Republic of Serbia only after its incorporation with the SBRA's Register of Endowments and Foundations.

Art. 56 of the Law on Endowments and Foundations (Official Gazette of the RS, Nos. 88/2010, 99/2011 – other law and 44/2018 – other law).

 

The obligation to record the beneficial owner does not apply to companies and institutions of which the Republic of Serbia, an autonomous province or a local self-government unit is the only member or founder.

Subject of Recording

The Central Records contain the following information about the beneficial owner of the Registered Entity:

  1. for a domestic natural person – personal name, unique citizen identification number and country of residence;
  2. for a foreign national – personal name, passport number and country of issuance and/or personal number for a foreign national and/or number of a foreigner's identity card and country of issuance in accordance with the regulations governing the conditions for the entry, movement and stay of foreign nationals in the territory of the Republic of Serbia, day, month, year and place of birth, country of residence and citizenship;
  3. for migrants or exiles – personal name, identification number, day, month, year and place of birth and country of residence;
  4. the grounds for acquiring the capacity of beneficial owner of the Registered Entity - according to the Rulebook on the Content of the Central Records of Beneficial Owners ("Official Gazette of the RS", No. 94/18);
  5. the date of recording the data.

The Central Records also contain the following data on the Registered Entity, taken over from the competent Registers:

  1. business name, i.e. name;
  2. address of the seat;
  3. date of entry, change or deletion of data;
  4. registration number assigned by the Statistical Office of the Republic of Serbia;
  5. tax identification number (TIN);
  6. status of the registered entity (e.g. active, in bankruptcy, undergoing liquidation, undergoing forced liquidation, deleted);
  7. legal form, i.e. form of organization;
  8. core business activity code;
  9. information about the representative;
  10. the natural person who is registered as a member of the body;
  11. registered capital;
  12. data on members, i.e. founders and the percentage of their shares, i.e. the number and percentage of their shares;
  13. abbreviated business name;
  14. business name in a foreign language;
  15. abbreviated business name in a foreign language;
  16. address for receiving post;
  17. e-mail address;
  18. bank account numbers;
  19. contact information, if registered.

Availability of BO Information

There are three different tools that enable competent authorities to obtain BO information in a timely manner:

Through the SBRA web page:

All data that make the contents of the competent Registers of legal persons and BO data central records are 24/7 publicly available through a Portal search (by searching the registration number of the legal person), free of charge, to all interested parties without the need to prove legal interest.

Furthermore, in accordance with the Law on the Central Records of Beneficial Owners and at the request of the interested party, the Agency shall issue, for a fee:

  1. An excerpt from the Central Records on the data on beneficial owners of the registered entity,
  2. A certificate from the Central Records containing historical data on the beneficial owners of the registered entity (the so-called 'certificate for a registered entity'),
  3. A certificate confirming that a particular natural person is or was recorded as the beneficial owner of the registered entity (the so-called 'certificate for a natural person').

The application can be filed electronically or in paper form and the Agency shall issue an excerpt or certificate in the form of an electronic document or in paper form.

The excerpt and/or document which has been ordered through the Portal in the form of an electronic document shall be available for download immediately after the payment has been made.

If you are accessing the search for the first time, you need to have created a user account through eID.gov.rs. After a successful login through the eID account, you will be automatically redirected to the SBRA system.

Through the SBRA data delivery web service:

Automated monitoring of changes and data download from the SBRA’s registers and records is realized in the form of a web service which delivers machine readable data and which has been successfully utilized for many years by a large number of users, e.g. state bodies and financial institutions, first of all banks.

Of course, along with this automatic exchange of data, the SBRA delivers original and aggregated data in the form of standardized reports from each individual register/records in electronic format upon request.

Through the SBRA Web Portal Data On Click:

Finally, the SBRA has developed a web application for advanced searches – the Web Portal Data On Click, that is ready-to-use for competent state authorities without the need to add any settings to their own software solutions. This advanced search has numerous excellent features - first of all, it is user -friendly because all data from the registers and records is aggregated and presented on one page - basic data, Tax Administration measures, construction permits, financial statements, solvency reports and scoring. Additionally, it enables searches of related companies through ownership or director as well as downloading reports containing the list of companies in which the same natural person is registered as the beneficial owner – all available with a single mouse-click!

Information