Register of Beneficial Owners – new law, new obligations for companies

When the new Law on the Central Register of Beneficial Owners was adopted in March 2025, its main provisions were given deferred application of as much as 18 months, until September 2026.
However, the start of application of the said provisions was brought forward to 1 October 2025 with the following explanation:

·       the application of this law is of key importance for Serbia’s accession to the Single Euro Payments Area – SEPA;

·    the Serbian Business Registers Agency (APR) will carry out the necessary upgrades to the existing software by 1 October 2025, thereby creating the conditions for the start of application of this law.

Be that as it may, ownership-structure transparency is no longer “that formality for banks” and “nice to have”.
With the application of the new Law on the Central Register of Beneficial Owners (hereinafter: the new Law), as of 1.10.2025 each company operating in Serbia is given clear deadlines and obligations regarding the identification, recording and regular updating of data on beneficial owners.

Misdemeanours are subject to fines and protective measures, and in the most serious cases criminal liability.

Application of the Law on the Central Register of Beneficial Owners

The new Law on the Central Register of Beneficial Owners has as many as 3 dates of application.

Namely, until the start of application of its main provisions, on 1 October 2025, the previous Law on the Central Register of Beneficial Owners (“Official Gazette of RS”, Nos. 41/18, 91/19, 105/21 and 17/23) applies. However, Article 12 paragraph 4 and Article 19 paragraph 3 of the new Law apply from the very entry into force. These provisions relate to the trustee of a trust, since this is an institute that was not regulated by the previous law.

In addition, Article 6 paragraph 7 will apply from the moment of accession to the European Union, since it concerns the obligation of our Serbian Business Registers Agency (APR) to connect the Central Register of Beneficial Owners with the European central platform.

But what is essentially most important regarding the application of the new Law is that it leaves a period of 60 days for existing registered entities to align with it, which in practice is from 1 October to 30 November 2025.
After that period, non-compliance becomes visible and may be sanctioned.

Who is subject to the obligation to register the beneficial owner

The obligation to register data on beneficial owners applies to:

·       all companies,

·       companies in liquidation,

·       cooperatives,

·       branches of foreign companies,

·       business associations,

·       associations and unions of associations,

·       foundations and endowments,

·       institutions,

·       foreign representative offices of companies, associations, endowments and foundations.

On the other hand, the obligation to register data on the beneficial owner does not apply to:

·       entrepreneurs,

·       public joint-stock companies,

·       companies in bankruptcy,

·       companies in compulsory liquidation,

·       companies and institutions in which the Republic of Serbia, an autonomous province or a local self-government unit is the sole member or founder,

·       political parties,

·       trade unions,

·       sports organizations and associations,

·       churches and religious communities.

What are the new obligations for companies

Companies have the following obligations established by this law:

1.     Identification and recording of the beneficial owner – it is necessary to determine the natural person who meets the criteria, e.g., directly/indirectly ≥25% share/voting rights, dominant influence, etc.

2.     Uploading evidence – when entering data in the Central Register of Beneficial Owners, documents on the basis of which ownership has been determined (contracts, decisions, extracts, etc.) must be uploaded. In the case of electronic incorporation registration, the entry and uploading of documents are done simultaneously through the electronic procedure. Thus, making a statement that the entered data are accurate is no longer sufficient. They must now also be documented.

3.     Annual check and confirmation – every company must at least once a year verify the accuracy and timeliness of the recorded data and, within 30 days of that check, confirm the accuracy via the APR portal.

4.     “Note on identified discrepancy” – if an obliged entity under the Law on the Prevention of Money Laundering (and other domestic AML regulations) – e.g., a bank, accountant, etc. – determines that the data it has collected differ from those in the Central Register of Beneficial Owners, it is obliged to enter a note in the register without delay and upload documents. The company has 30 days to reconcile the data. If it fails to do so, the competent authority (National Bank of Serbia, Administration for the Prevention of Money Laundering) conducts supervision.

5.     Public disclosure of non-compliant entities – the APR will maintain and publish a list of entities that have not made the entry within the deadline, as well as a list of non-aligned entities.
Currently, until full application of the new Law, there is a temporary solution for such cases in order to ensure transparency. Namely, the National Bank has published a list of companies in which a discrepancy of data on beneficial owners has been observed and it can be seen HERE.

What the “note on identified discrepancy” means in practice

If a bank or another obliged entity under the Law on the Prevention of Money Laundering, i.e., AML regulations, in its KYC/KYB procedure determines that the data it has collected do not match what is entered in the Central Register of Beneficial Owners, it is obliged to leave a note on the discrepancy in the register and attach its evidence for that claim. The company then has a period (30 days) to align the data or submit an explanation.
Until alignment, obliged entities will apply enhanced due diligence measures (additional documentation, stricter monitoring, possible holds on payments/financing). If the discrepancy is not remedied, supervision and a possible sanction follow.
In business practice, the mere appearance of a “note on discrepancy” can significantly damage reputation and make relations with banks, financiers and partners more difficult (loans, guarantees, tenders). Therefore, it is crucial that the data in the Central Register of Beneficial Owners be accurate, documented and regularly confirmed, and that internal KYC/KYB data be aligned with what is entered publicly.

How to prepare for the application of the law

1.     Map the ownership structure, i.e., create a clear path to the ultimate natural-person owners, with a focus on voting rights and dominant influence. In groups/holdings, also map control through contracts or financing.

2.     Prepare and archive evidence – collect documents that show the basis for acquiring the status of beneficial owner (transfer agreements, decisions, extract from the register of founders, shareholders’ agreements). These documents are uploaded to the Central Register of Beneficial Owners and should be available to supervisory authorities. Establish an internal record and retention periods.

3.     Establish an annual check procedure, i.e., define who in the company initiates the annual check, how changes are verified and how the confirmation is carried out in the Central Register of Beneficial Owners.

4.     Internal responsibility and training – appoint a responsible person and educate finance, HR and sales to recognise transitions that may affect the beneficial owner.

5.     Check how your company already “looks” to third parties: extract from the Central Register of Beneficial Owners, notes, historical data.

Sanctions in case of non-compliance

If the obligations to register the beneficial owner (recording the beneficial owner, uploading evidence and the annual confirmation of accuracy) are not fulfilled on time or if data are knowingly concealed/falsified, the law provides for three types of consequences: misdemeanours, protective measures and criminal liability.
For the company, misdemeanour fines from 500,000 to 2,000,000 RSD are prescribed, while for the director or responsible person (as well as trustees in the case of a trust) a fine from 50,000 to 150,000 RSD is provided.
In addition to fines, a prohibition on performing certain activities/tasks may be imposed for a period from 6 months to 3 years, depending on the type of misdemeanour and the person.
Also, whoever, with the intent to conceal the beneficial owner, fails to perform registration, registers untrue data or changes/deletes true data, is exposed to criminal liability. The prescribed prison sentence is from 6 months to 5 years. This relates to an intentional, more serious form of violation, on which the prosecution and the court decide on the basis of the concrete facts.

Conclusion

If you are an existing company, in practice you have the period from 1 October to 30 November 2025 to safely fulfil all obligations under the new Law.
If you are just establishing a company, align your data in the Central Register of Beneficial Owners already at the step of incorporation by electronic means.

The requirements of the new Law on the Central Register of Beneficial Owners may be confusing for companies that do not have their own legal department. In that case, it is advisable to engage a lawyer specialised in corporate law and AML compliance, who can help you to:

• map beneficial owners in complex structures (domestic/foreign),
• prepare and review documentation for the Central Register of Beneficial Owners or for company incorporation,
• set up the internal annual alignment procedure,
• train the internal team that will monitor transitions in the ownership structure.

Law Firm Petrović Mojsić & Partners