The National Bank of Serbia adopted alterations and amendments to seven by-laws in the field of payment operations, thus resolving the dilemma regarding the liability of companies to use their corporate stamp when using payment services.
The rule that companies are not obliged to use stamps in their business letters and other documents (unless otherwise prescribed by law), was explicitly set with the Companies Act, that became applicable in 2012. Even with the Payment Services Act, which applies since October of 2015 and which, in accordance with relevant EU directives provides that legal entities and entrepreneurs are not liable to use their stamps in the subject field, the practice of business banks in applying this rule was highly inconsistent. More precisely, business entities were generally obliged to stamp their payment orders and other relevant documents, unless they were using electronic banking services.
The importance of resolving of the above-mentioned issue was also identified in the Program of (then candidate for) Prime Minister of the Republic of Serbia, Ana Brnabić. Namely, the subject Program stated that, despite of the existing regulations, there are still more than 70 different rulebooks and other by-laws requiring the use of stamp and also announced the reduction of the subject obligation to its minimum—in line with contemporary European and world digitization tendencies. By adopting the subject alterations and amendments (i.e. the Decisions on Alterations and Amendments to the Decision on Conditions of Opening and Manner of Maintaining Foreign Exchange Accounts of Residents and Dinar and Foreign Exchange Accounts of Non-Residents; the Decisions on Amendments to the Decision on Operating Terms and Procedures in the Foreign Exchange Market; the Decisions on Amendments to the Decision on Form, Content and Manner of Using Payment Order Forms for Dinar Payment Transactions; the Decisions on Alteration and Amendment to the Decision on Detailed Conditions and Manner of Opening, Maintaining and Closing Current Accounts; the Decisions on Alteration and Amendment to the Decision on Detailed Terms, Contents and Manner of Keeping the Register of Promissory Notes and Mandates; the Instruction for Implementation of Certain Provisions of the Decision on Capital Adequacy of Banks Concerning the Capital of the Bank; and the Instruction on Alterations and Amendments to the Instruction for Implementation of the Decision on Conditions and Manner of Performing International Payment Operations, all published in the Official Gazette of the Republic of Serbia No. 82/2017 from September 8, 2017), the National Bank of Serbia has certainly made a significant step in that direction.
The statement of the Governor of the National Bank of Serbia’s Cabinet from September 8, provides that the adopted alterations and amendments, which come into force on October 1, 2017, specify that “banks cannot refuse to provide payment services only because the client does not want to use the stamp in his business with the bank.” In addition, the subject statement further clarifies the practical implications of the aforementioned. Namely, companies that have already opened their bank accounts and have been using stamp for certifying their payment orders shall have the possibility, starting from October 1, to refer to their bank in writing, requesting to be allowed to submit the payment orders without stamp in the future. The bank is obliged to enable the aforementioned as of the next day, without signing an annex to the payment services agreement. As for the legal entities and entrepreneurs that plan to open their bank accounts after October 1, the liability of using the stamp when authorizing payment orders, as well as other documents related to payment operations and services (such as specimen signatures cards, promissory notes, etc.) shall exist only if explicitly requested and agreed so with the chosen bank.
For example, Article 21. Paragraph 2. of the Instruction on Alterations and Amendments to the Instruction for Implementation of the Decision on Conditions and Manner of Performing International Payment Operations stipulates that “bank cannot refuse to execute the payment order referred to in Paragraph 1. of this Article solely because the principal did not certify his payment order with stamp, unless it is explicitly agreed that the bank is obliged to refuse the execution of such payment order, on the basis of the written request of the subject person.”
In this way, the use of corporate stamps between bank and client becomes an exception instead of the rule, whereby deciding on the existence of the subject obligation is left entirely to the will of the users of banking services and products.
It remains to be seen how the new regulation will be implemented and whether in practice it will lead to problems related to inspecting and determining authorization of payment instruments, and if it may be necessary to make changes to adopted alterations and amendments to further improve them.
Lastly, in addition to the practical application in day-to-day operations of companies, the adopted alterations and amendments also have significance in terms of Serbia’s position on the World Bank’s Doing Business list. Speedy resolution for these redundant procedures is certainly necessary and highly recommended beyond the banking sector as well.
