New Law on the Central Register of Beneficial Owners

The adoption of the new Law enables harmonization with the Law on the Prevention of Money Laundering and the Financing of Terrorism, as well as a substantial improvement in business transparency. Both the regulator and the public are granted insight into the true owners behind legal entities, especially those with complex or foreign ownership structures.

The Central Register continues to be maintained electronically by the Serbian Business Registers Agency (SBRA). The registration procedure remains unchanged – data is entered electronically using the qualified electronic signature of an authorized person.

Key novelties introduced by the new Law:

Extension of the deadline for registering a beneficial owner from 15 to 30 days following the occurrence of the grounds for registration;

Mandatory upload of supporting documentation during data entry – including documents based on which the beneficial owner is determined, as well as identification documents of beneficial owners – natural persons (e.g., passport or national ID card);

Annual verification of data accuracy – the Law introduces an obligation to periodically verify the recorded data. Registered entities must verify the accuracy of the data on the beneficial owner electronically within one year from the last verification and must confirm or amend the data in the register within an additional 30-day period.

Recognition of a new base for registration – The previous law prescribed two grounds for registration: establishment of a registered entity and change in ownership structure or governing bodies. The new Law adds a third ground: management from the Republic of Serbia of a trust or a legal arrangement similar to a trust, including the entry into a professional or commercial relationship or transaction by a trustee or a person comparable to a trustee. 

When is registration of a beneficial owner not required?

Registration of a beneficial owner is not mandatory in the following cases:

• when the sole owner is the state, an autonomous province, a local self-government unit, or a public enterprise;
• in cases of bankruptcy or compulsory liquidation;
• when ownership is part of a bankruptcy estate or social capital.

Deadline for alignment and obligations of existing entities

All legal entities registered prior to 14 March 2025 are required to align their data with the new Law no later than 14 November 2026.

Provisions relating to the obligation to retain documentation based on which the beneficial owner was determined apply as of the date of entry into force of the Law. Conversely, the provisions governing the interconnection of the register with the European platform will become applicable upon Serbia’s accession to the European Union.

Sanctions for non-compliance with the new Law

The new Law prescribes the following sanctions for failure to comply with obligations:

• Monetary fines ranging from RSD 500,000 to RSD 2,000,000 for legal entities, and from RSD 50,000 to RSD 150,000 for responsible persons;
• Imprisonment from 6 months to 5 years for entering false data, concealing the beneficial owner, or altering or deleting accurate data;
• Protective measures, such as a prohibition on performing business activities for legal entities and a ban on conducting certain tasks for responsible persons, lasting from six months to three years.

Additionally, the SBRA will have the authority to publish a list of entities that have failed to meet their obligations, and to act upon court decisions requiring deletion or amendment of data in the register.

The new Law on the Central Register of Beneficial Owners imposes obligations on business entities in Serbia, but also establishes a clear legal framework to prevent abuse of ownership structures. Considering the prescribed deadlines and sanctions, timely alignment of internal acts and accurate registration of data is strongly recommended in order to avoid potential violations and the resulting consequences.

By Jana Stanojevic and Andjela Sever, Associates, JPM Serbia