If the legal representative, who signs an application/request for recording, is a domestic national, his/her electronic certificate must contain the unique master citizen number (“JMБГ”), as a unique identifier.
If the legal representative, who signs an application/request for recording, is a foreign national, his/her electronic certificate should contain a registration number for foreigners, as a unique identifier of foreign nationals. At the same time, the registration number for foreigners must be registered with the SBRA as information about the legal representative. If the legal representative’s electronic certificate does not contain the registration number for foreigners, it must contain the passport number and the name of the country in which the passport was issued.
What type of entities have / do not have the obligation to record information about the beneficial owner(s) in the Central Records of Beneficial Owners?
The below listed entities ARE OBLIGATED to record the beneficial owner information:
- all companies;
- companies in liquidation;
- branch offices of foreign companies;
- business associations;
- associations and federations of associations;
- foundations and endowments;
- representative offices of foreign companies, associations, foundations and endowments;
The below listed entities ARE NOT OBLIGATED to record the beneficial owner information:
- sole proprietors;
- public joint-stock companies;
- companies in bankruptcy;
- companies in forced liquidation;
- companies and institutions of which the Republic of Serbia, an autonomous province or a local self-government unit is the only member or founder;
- political parties;
- trade unions;
- sports organizations and associations;
- churches and religious communities.
Are sole proprietors obligated to be registered in the Central Records of Beneficial Owners?
The Law on the Central Records of Beneficial Owners does not apply to sole proprietors.
How can I calculate the percentage of the beneficial owner’s indirect share?
In order to calculate the percentage of the beneficial owner’s indirect share, you can use this table. Please, refer to the legend below the table. Also, please note that the information dealing with different numbers of indirect beneficial owners in a row are classified in separate spreadsheets, as it follows:
- one indirect owner in a row;
- two indirect owners in a row; and
- three indirect owners in a row.
The inaccurate grounds for acquiring the capacity of the beneficial owner of a Registered Entity have been entered. How this can be corrected if the application has been already signed with an e-signature?
In order to change the grounds for acquiring the capacity of the beneficial owner of a Registered Entity, you need to delete the existing beneficial owners. First, you need to start the “New Request”, and then a new request with the current beneficial owners will appear at the bottom of the screen. They should all be deleted. Then, confirm the deletion and enter the reason for the deletion (e.g. “Change the grounds”). Existing beneficial owner now gets the “DELETED” („БРИСАН”) status. After that, it will be possible to add a new beneficial owner and choose different grounds for acquiring the capacity of the beneficial owner.
Is it possible to create multiple logging requests from a single user account to record the beneficial owner(s) in the System for the Centralized Login of Users?
A single user account can be used to create multiple logging requests. It is only important that each request is signed with the electronic signature of the registered legal representative. In order to forward the request to the legal representative, for signing, we suggest you to use the “Copy the URL address” option.
If the legal representative is a foreign national, and his/her electronic certificate does not contain the registration number for foreigners, how can I submit an application for registration of the beneficial owner?
The Central Records of Beneficial Owners enables the registered legal representative who is a non-resident to sign the application with an electronic certificate which does not contain the registration number for foreigners, only if it contains the passport number and information about the country in which that personal document was issued to the registered legal representative who is a non-resident.
Can the application for recording in the Central Records of beneficial owners be submitted through the proxy?
No, it is not technically possible to attach a power of attorney in the form of an electronic document. The application for recording in the Central Records of Beneficial Owners can be signed only with the e-signature of the legal representative, although the “Copy addresses” option is available. By choosing this option, the user has the ability to copy the URL addresses of the page and send the prepared information to the registered legal representative, for signing. In addition, the registered legal representative does not need to have a user account in the System for the Centralized Login of Users, but he/she must install the NEXU application.
How do I change the information on the institution’s representative in the Central Records?
At the moment, legal entities- institutions, are not registered with the SBRA (except for health institutions that came under the competence of the Agency in October 2020). Privately owned institutions are obligated to record their beneficial owner(s), and the information on said institutions (excluding the information on the beneficial owner because this is entered by the applicant) is automatically downloaded by the SBRA from the Statistical Office of the Republic of Serbia (SORS).
If the information on the representative in the Central Records of Beneficial Owners does not match the information in reality, i.e. if there has been a change concerning the representative of the institution, it is necessary to first check whether that change has been registered in the Commercial Court. If so, it is necessary to check whether the court has submitted the decision to the SORS, which, in turn, should update this information in its database. If the court did not submit the decision to the SORS, it is necessary to initiate the change of that information in the SORS, and the SBRA will then automatically download the new information.
Can a person recorded as the beneficial owner, who is not considered the beneficial owner, change the information on the beneficial owner with the registered entity?
Only the representative of the obligated entity can record the beneficial owner. However, please note that according to the provision of Article 11 of the Law on the Central Records of Beneficial Owners, which stipulates that a natural person recorded as the beneficial owner of a registered entity may file a lawsuit against the registered entity with the competent court at the said entity’s registered office in order to establish that the aforementioned person is not the beneficial owner. The court, upon the final and enforceable judgment establishing that the plaintiff is not the beneficial owner of the registered entity, submits the judgment to the SBRA for the deletion of that person from the Central Records. The procedure for this lawsuit is deemed urgent.
Is it possible, for justified reasons, to extend the deadline for the recording of the beneficial owner?
The deadline for recording the beneficial owner is prescribed by law as non-extendable, i.e. the Serbian Business Registers Agency does not have the discretionary authority to extend this deadline. Failure to comply with the obligation to record the beneficial owner(s) within the prescribed time limit means that the SBRA is now obligated to submit an application to initiate misdemeanor proceedings, but this does not mean that the existence of said misdemeanors will be determined during the proceedings. In other words, the court may take certain mitigating circumstances into account, but this cannot be prejudged.
Can the statement on the beneficial owner be given in the form of a letter, in writing (i.e. as a submission) or by e-mail?
The Central Records of Beneficial Owners is kept exclusively electronically, via the Agency's website, and the user must have:
- a qualified electronic certificate (e-signature) issued by a certification body in the Republic of Serbia,
- an installed electronic card reader and the NEXU application for e-signing (created by the Agency, used for all e-services provided by the Agency, and can be downloaded here),
- an account in the SBRA’s Centralized User Login System (the account in the aforesaid system is used to access all e-services provided by the Agency).
Signing with a legal representative’s qualified e-signature in electronic form via the Internet is explained in the technical instructions for signing documents and applications with a qualified electronic certificate.
You can send your questions regarding the recording procedure to the following e-mail address: email@example.com.
In case you have a problem when accessing the Centralized User Login System or with your e-signature, you can contact our technical support at this e-mail address: firstname.lastname@example.org or by calling 011 20 20 293.
In regard to the aforesaid, it is necessary to keep up with new information on the Serbian Business Registers Agency’s website, where you can find instructions concerning the recording procedure of beneficial owners in the Central Records of Beneficial Owners.
Are the documents, based on which the beneficial owner has been identified, submitted to the Serbian Business Registers Agency during the procedure of recording the beneficial owner?
No. No documents are submitted to the Serbian Business Registers Agency. However, the registered entity is obligated to have and keep appropriate, accurate and up-to-date information and documents based on which the beneficial owner of the registered entity is identified for ten years starting from the date of recording the beneficial owner information. Please note that the registered entity is obligated to submit and enable access to information and documents based on which the beneficial owner has been identified at the request of a competent state body and the National Bank of Serbia.