New Law on the Central Register of Ultimate Beneficial Owners – Key Changes and Obligations for Legal Entities
The National Assembly of the Republic of Serbia has adopted the new Law on the Central Register of Ultimate Beneficial Owners (hereinafter: the “Law”), introducing significant changes to the system of recording ultimate beneficial owners of legal entities. The Law aims to improve transparency of ownership structures, align Serbian legislation with international standards, and strengthen mechanisms for combating money laundering and terrorist financing.
The Law entered into force on March 14, 2025, while its full application is expected as of October 1, 2025.
Legal Entities
The following are required to maintain records of ultimate beneficial owners:
• companies (except public joint-stock companies),
• cooperatives, associations, foundations, and institutions,
• branches and representative offices of foreign legal entities registered in Serbia.
The new Law also extends the scope to include trusts and trust-like legal arrangements if they are managed from Serbia or conduct business in Serbia.
Definition of an Ultimate Beneficial Owner (UBO)
The Law retains the basic definition of an ultimate beneficial owner – a natural person who directly or indirectly holds a significant interest (at least 25% of capital or voting rights) or otherwise exercises control over the legal entity. This definition is aligned with the provisions of the Law on the Prevention of Money Laundering and the Financing of Terrorism.
Obligations of Entities
Legal entities subject to the Law are required to:
• enter data on ultimate beneficial owners into the Central Register maintained by the Serbian Business Registers Agency (SBRA). Legal entities are required to electronically upload documentation proving the basis of ownership (extracts from business registers, corporate decisions, agreements, etc.), as well as identification documents of the beneficial owners (passport).
• submit relevant supporting documentation (founding acts, agreements, identification documents),
• update data within 30 days of any change,
• carry out an annual verification of the accuracy of recorded data and confirm or update the register within 30 days of such verification.
Deadlines
• Initial entry or change of data – within 30 days from incorporation of a legal entity or change in ownership structure.
• Annual verification – within 30 days from the date of internal verification.
• Full application of the Law – as of October 1, 2025.
Competent Authorities
The Central Register is maintained by the Serbian Business Registers Agency (SBRA), which is responsible for receiving, processing, and publishing data, as well as for publishing a list of entities that fail to meet their statutory obligations.
For entities engaged in digital assets, oversight is carried out by the Securities Commission.
Sanctions
The Law provides for strict penalties:
• Misdemeanor fines of from 500.000 up to 2,000,000 RSD for legal entities, and between 50,000 and 150,000 RSD for responsible persons,
• Specific fines for trustees of trusts and similar arrangements – between 50,000 and 150,000 RSD, applicable to both legal and natural persons,
• Protective measures – prohibition from performing certain activities, business operations, or managerial duties, for a period of six months to three years,
• Criminal liability – imprisonment of six months to five years for entering false or misleading information.
Additionally, the SBRA publishes on its portal a list of entities that fail to register their ultimate beneficial owner within 30 days of incorporation, which can negatively affect their business reputation.
Conclusion
The new Law introduces stricter obligations and more detailed procedures regarding the identification of ultimate beneficial owners.
The deadline for submitting documentation is 60 days from the entry into force of the Law, i.e., no later than 01 December 2025. Applications without supporting documents will be considered incomplete, and the Serbian Business Registers Agency (APR) will publish a list of entities that fail to comply. Such entities shall be regarded as high-risk in accordance with the Law on the Prevention of Money Laundering and the Financing of Terrorism, which makes them subject to stricter controls and may significantly hinder their business with banks.
The legal entities are strongly advised to ensure timely compliance with the new rules to avoid monetary and other sanctions.
Our office remains at your disposal to provide comprehensive legal support in applying the Law, including ownership structure analysis, preparation of documentation, and registration procedures before the SBRA.