It is a new law - the Law on Central Register of Beneficial Owners and it is related to the issue of real owners of companies and obligations of submitting documentation and registration of such data. The law has been adopted in order to regulate the area of preventing money laundering and financing international terrorism and it came into effect on 08 June 2018. 

Who is the beneficial owner of the company?

• Natural person being the owner (directly or indirectly) of 25% or more of share, stocks, voting rights or other rights based on which such person participates in the management or equity of the registered subject
• Natural person having the (directly or indirectly) prevailing impact over decision making and managing operations (not being the owner of stocks)
• Natural person that indirectly secures or continues securing assets to the registered subject and based on that impacts the management and decision making on financing or operations of the registered subject
• Natural person being the founder, protector, trustee or beneficiary, as well as a person participating in trust management, that is, other person of the foreign law
• In case the authorized person has not reported other natural person as the beneficial owner, the beneficial owner shall be considered a registered natural person representing the fund, collective, association, trust or institution

In special cases, if it is not possible to determine a natural person in a proper manner, beneficial owner shall be considered a natural person being the registered representative.  
 

What are the new obligations for persons we call beneficial owner?

1. Determine the beneficial owner of the company and keep such data for a minimum of 10 years - deadline for meeting this requirement is 08 July 2018.
2. Entering owner data through the portal of the BRA - deadline is 31 January 2019.

This provision is related to...?

 

The obligation to determine beneficial owners and submit relevant documentation is imposed to your company/organization if you are a:

 

• legal entity,
• collective,
• branch of a foreign company,
• business association and
• association (not related to political parties, unions, sports and religious associations) ,
• fund or trust,
• institution,
• representative of a foreign company,

 

If the founder of a legal entity is the Republic of Serbia, autonomous province or a local government, this Law shall not apply.

Where and when to submit data?

There is still time to submit documentation to institutions.

Establishment of the Central Register of Beneficial Owners shall be done by the BRA. Electronic service for the application of such data into the register of BRA should start with registration on the site as of 01 January. After the establishment of the register, the company will have to submit data until 31 January 2019 at the latest.

The idea is to register electronically and to report any changes. This will be enabled through the use of electronic signature (certificate) of the legal representative.

What to do until then?

1. Prepare a statement in free form: statement should include data on beneficial owners and must be signed by the authorized person or legal representative of your organization. Mandatory data is related to personal data of natural persons claiming to be beneficial owners.
2. In addition to the statement, you also need the decision on company registration or an excerpt from the BRA, indicating the beneficial owner, as well as the read-out of the ID card or passport copy of the beneficial owner.

Failure to report the beneficial owner is a criminal offence

The obligation of reporting beneficial owners should be taken seriously, because, in case it is determined that

• the beneficial owner is hidden,
• false data is entered
• accurate data is amended
• accurate data is erased

on the beneficial owner, it shall be considered a criminal offence with a possible penalty of imprisonment from three months to five years.

Also, in case the beneficial owner is not registered within 15 days from the occurrence of the obligation of registration at the BRA site, pecuniary fine for such offence is threatened in the amount from RSD 500,000 to RSD 2,000,000 for the legal entity (registered subject) that is, from RSD 50,000 to RSD 150,000 for the responsible person of the registered subject.