On October 1, 2025, the new Law on the Central Register of Beneficial Owners came into effect, introducing significant changes to the way beneficial owners of legal entities and other subjects are recorded.
Below, we analyze the most important updates:
1. What Is the Central Register of Beneficial Owners and Why Is It Important?
The Central Register of Beneficial Owners is an electronic database maintained by the Serbian Business Registers Agency (APR), containing information on the natural persons who are the ultimate beneficial owners of legal entities and other subjects. The purpose of this register is to clearly identify who actually controls a given company, foundation, association, or other entity.
The Central Register of Beneficial Owners plays a crucial role in preventing money laundering and the financing of terrorism, as well as in increasing business transparency.
2. To Whom Does the New Law on the Central Register of Beneficial Owners Apply?
This law applies to the following legal entities and other subjects registered in the Republic of Serbia:
1. Companies, excluding public joint-stock companies;
2. Cooperatives;
3. Branches of foreign companies;
4. Business and other associations, except for chambers of commerce and representative offices of foreign chambers of commerce, political parties, trade unions, sports organizations and associations, and churches and religious communities;
5. Foundations and endowments;
6. Institutions;
7. Representative offices of foreign companies, associations, foundations, and endowments.
It is particularly important that the new Law also includes legal forms of business that were previously not clearly regulated under domestic legislation, such as trusts, thereby aligning the regulatory framework with international standards and best practices.
3. Who Is Considered a Beneficial Owner?
A beneficial owner is a natural person who, directly or indirectly, has a predominant influence over the management and decision-making of a legal entity. This may be a person who owns 25% or more of shares, equity, or voting rights, has the right to appoint or dismiss the majority of members of the management body, or otherwise exercises decisive influence over the business based on an agreement, financing, or other relationships.
In the case of trusts, the beneficial owners are considered to be the settlor, trustee, protector, beneficiary (if designated), as well as any person who holds a dominant position in managing the trust.
Not all entities are required to register in the Central Register of Beneficial Owners—for example, the obligation does not apply to: sole-proprietors, public joint-stock companies, companies in bankruptcy, companies in compulsory liquidation, or sports associations.
4. Deadlines – What Needs to Be Done and When
- The Law entered into force on March 14th, 2025.
- The application of certain provisions begins on October 1st, 2025.
- The deadline for alignment for existing entities is November 30th, 2025 – meaning uploading the required documents and completing the register.
If your company is already operating and has previously been registered in the Beneficial Ownership Register, you must have all required documents uploaded with the Serbian Business Registers Agency (APR) no later than November 30th, 2025. If you are a newly established company, the deadlines are shorter (e.g., within 30 days from incorporation or a change of ownership).
5. What Are the Obligations Under the New Law on the Central Register of Beneficial Owners – Steps to Ensure Compliance?
- Review the founding act and compare it with the data in the Business Registers Agency (APR) database:
If there have been changes in founders, ownership shares, or management board members, the consolidated version of the founding act must first be registered with the APR so that the data is aligned. Collect documentation for the beneficial owners:- Identification document (ID card or passport) of the individuals who qualify as beneficial owners.
- The founding act or any other act defining ownership or control.
- Evidence of the ownership and control structure (where applicable) – demonstrating who the "beneficial owner" is within the meaning of the Law.
- Through the Central Register System – Electronic Submission and Upload of Documents:
- A qualified electronic certificate (e-signature) of the company’s legal representative is required.
- Access to the APR portal for registration and data entry.
- Upload the documents at the same time as registering the information.
- Confirm that the registration has been completed and that the information in the register is up to date:
After uploading the documents, verify the status in the system — otherwise, you risk penalties and being placed on the APR “grey list.” - Establish an internal procedure for ongoing updates:
Companies are now required to verify the accuracy and up-to-dateness of the registered beneficial ownership information at least once a year. The deadline is calculated from the date of the last confirmation of the accuracy and up-to-dateness of the recorded beneficial owner data.
6. Is it possible to extend the deadline for registering the beneficial owner?
The deadline for registering the beneficial owner is set by law and cannot be extended, meaning that the Serbian Business Registers Agency (APR) has no authority to prolong this deadline. If the obligation to register is not fulfilled within the legally prescribed timeframe, APR is required to file a request to initiate misdemeanor proceedings, while the court ultimately determines whether the offense has been committed.
7. How to register beneficial owners?
The Central Register of Beneficial Owners is maintained exclusively in electronic form, and the user must possess a qualified electronic certificate (electronic signature) issued by a certification body in the Republic of Serbia, an installed card reader for electronic ID cards, the NEXU application for electronic signing, as well as an account in the centralized user authentication system of the Serbian Business Registers Agency (APR).
8. What are the penalties for failing to register the beneficial owner?
If a beneficial owner is not registered within the prescribed deadlines, if the required documentation is not uploaded, or if incorrect data is entered, the penalties for legal entities range from RSD 500,000 to RSD 2,000,000, while the penalties for the responsible person within the legal entity range from RSD 50,000 to RSD 150,000.
In addition to misdemeanor liability, criminal liability is also possible. A person who intentionally conceals the beneficial owner, registers false information as true, or alters or deletes accurate information on the beneficial owner of a registered entity may be punished with imprisonment from six months to five years.
Attorney for Beneficial Ownership Registration
If you have any questions or wish to fulfill your obligations and avoid substantial penalties, feel free to contact the Pekić Law Office at: [email protected]
