July 2025 – Serbia's new Law on the Central Register of Beneficial Owners (“Official Gazette of the RS”, No. 19/2025, 51/2025 and 60/2025, “Law“) has been adopted and effective since 14 March 2025.
Most provisions apply from 1 October 2025, except a few provisions concerning:
- the obligation of legal entities to retain documents supporting the beneficial owner registration, including identification files, which applies immediately from the Law's entry into force, as well as the associated misdemeanour offence for non‑compliance; and
- the interconnection of the Central Register of Beneficial Owners (“Central Register”) with the European Central Platform, which applies from the date of accession of the Republic of Serbia to the European Union.
The enactment of the new Law marks a substantial shift in Serbia's regulatory landscape. Its key objective is to align the domestic framework with the Law on the Prevention of Money Laundering and Financing of Terrorism, introducing more comprehensive transparency obligations in accordance with global anti-money laundering practices. These measures are designed to ensure that both the competent authorities and the public have greater visibility into the ultimate beneficial owners of legal entities, particularly those with complex or cross-border ownership structures. All existing entities must comply with the new reporting obligations and update their records by December 2025.
The Central Register remains electronically maintained by the Serbian Business Registers Agency (“SBRA”), with the registration process unchanged: data is submitted online using the qualified electronic signature of an authorised representative.
Key updates introduced by the new Law:
1. It extends to trusts managed from the Republic of Serbia, as well as to trusts not managed in Serbia if the trustee, on behalf of the trust, enters into a business, professional, or commercial relationship, or conducts transactions or cash operations with legal or natural persons within the territory of Serbia. The new Law also applies to legal arrangements similar to trusts under the same conditions described above.
2. The Law introduces a new basis for registration (see point 1), in addition to the two existing grounds: registration of the legal entity with the competent register, and changes in ownership structure or governing bodies of legal entities.
3. The scope of the Central Register has been expanded to include additional personal data on both domestic and foreign individuals, the documents used to identify the beneficial owner, as well as a copy of the passport or foreign identity card if the beneficial owner is a foreign individual.
4. The Law introduces an obligation to periodically verify the recorded data. Registered legal 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.
5. The Law now extends the deadline for registering a beneficial owner from 15 to 30 days following the occurrence of the grounds for registration.
6. The new Law also introduces a provision addressing specific cases where the beneficial owner is not identified or registered:
- when the (sole) shareholder is the state, an autonomous province, a local self-government unit, or a public enterprise;
- in cases of bankruptcy or compulsory liquidation; and
- when ownership is part of a bankruptcy estate or social capital.
7. SBRA no longer retains the data and documents from the Central Register permanently, but for a minimum of five and a maximum of ten years following the deletion of the registered entity, trust, or trust-like legal arrangement from the relevant register.
8. SBRA will have the authority to publish a list of entities that have failed to meet their obligations within 30 days of incorporation or after the deletion of the previously registered beneficial owner. This list will also include entities that do not upload the required documentation within 60 days from the date of the Law's entry into force.
9. A new provision requires legal entities subject to the Law on the Prevention of Money Laundering and Financing of Terrorism to verify the data on beneficial owners recorded in the Central Register against the information they have collected. In case of discrepancies or missing data, the entity must immediately notify the client and record a note in the Central Register. Registered entities are required to verify the accuracy of their data within 30 days, and if discrepancies remain unresolved, the obliged legal entity must notify the competent authority. If the supervisory authority identifies irregularities, it will inform the obliged entity, which must then take appropriate corrective measures.
Non-compliance sanctions under 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 six months to five years for entering false data, concealing the beneficial owner, or altering or deleting accurate data; and
- protective measures, such as a prohibition on performing business activities for legal entities and a prohibition on conducting certain tasks for responsible persons, lasting from six (6) months to three (3) years.
With the new Law on the Central Register of Beneficial Owners now in effect, legal entities operating in Serbia face stricter requirements to ensure transparency and accountability of their ownership structures. Timely action is essential - reviewing internal procedures, confirming the accuracy of beneficial owner information, and completing the registration process by the set deadlines will help avoid potential exposure to legal risks and sanctions.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
