At the very end of 2021, amendments and supplements[1] were adopted to the Act on Registration Procedure with the Serbian Business Registers Agency[2]. The implementation of certain provisions has been delayed by 12 or 18 months, respectively. The legislator’s main motive for the amendments is the time and cost-efficiency of registrations before the Serbian Business Registers Agency (“SBRA”), as well as to continue implementing the administration of the digitalization policy, in this case with the SBRA. Digitalization is certainly the key catalyst for innovation, modernization and economic growth and development. The most significant changes are following:
The most important novelty brought by the Act concerns electronic incorporation. The incorporation registration will now be submitted only electronically. The move is a part of larger efforts to digitalize the economy through the e-administration platform. As this is a time-consuming process, this provision will enter into force as of May 17, 2023.
The representative of a business entity may be dismissed and appointed according to a decision of the company with immediate effect (the appointee becomes the director immediately after the decision is rendered)[3]. Within the dismissal decision, a new representative of the company may be appointed, or a person may be authorized to register this change with the SBRA. In practice, a company often decides to dismiss a representative, but for various reasons, it does not appoint a new one. The question that arises in this situation is who is authorized to register such a change with the SBRA. Therefore, the amended Act introduces a rule that says a shareholder of a business entity is authorized to register the dismissal of the company’s representative if no other person is authorized to be a representative or to conduct the registration.
Although not previously regulated, the SBRA was able to obtain data from other state authorities under the general principles of administrative procedure laws in the process of examining the registration application. The Act now unambiguously stipulates that the registrar may obtain ex officio the data and documents kept in official records. In addition, it is possible for the applicant to choose to obtain the data and documents on their own.
If a document that was originally drafted in paper form is required for registration, a digitalized copy of that document is to be delivered. Digitalization is carried out in accordance with the Act on Electronic Document, Electronic Identification and Trusted Services in Electronic Business.[4]
According to the amendments of the Act, attorneys registered with the Serbian Bar Association are empowered to digitalize documents and confirm that a copy is identical to the original for the purpose of conducting the procedure before the SBRA. The attorney must at the same time digitally sign the registration application and the relevant document using their electronic signature, or a qualified electronic seal. The attorney is obliged by law to store both the original document and the digitalized copy of the document.
Attorneys frequently submit registration applications to the SBRA on behalf of their clients. The objective for the entrustment of such authority to the attorneys is to increase the efficiency of the registration procedure and to create favorable conditions for electronic registration. Attorneys will be able to exercise these powers starting November 17, 2022.
When it comes to the amendments and supplements to the Act on Central Records of UBO, the notions of the authorized person and the responsible person of the entity subject to registration with the Central Records, are introduced. The authorized person is defined as (i) the founder, in the procedure of incorporation of the entity which is conducted electronically; (ii) the person authorized to represent the business entity, in all other cases. As to the notion of the responsible person, it corresponds to the notion of the authorized person.
[1] “Official Gazette of the Republic of Serbia”, No. 105/2021.
[2] “Official Gazette of the Republic of Serbia”, Nos. 99/2011, 83/2014, 31/2019 and 105/2021.
[3] For example, see Article 219 of the Companies Act (“Official Gazette of the Republic of Serbia”, Nos. 10. 36/2011, 99/2011, 83/2014 – other act, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021) which stipulates that the term of the director begins on the day appointment decision is issued, if the decision does not provides otherwise.
[4] “Official Gazette of the Republic of Serbia”, Nos. 94/2017 and 52/2021.
