There are a lot of acts and documents that one company will draft, write, sign and distribute. While some will be related to cooperation with Clients, Partners, Suppliers or Distributors, others will be concluded with employees, office landlords or banks.

The question is what acts and documents Serbian company has to keep permanently, who has access to company’s acts and documents, who has right to be informed with the content of those acts and documents and when can that right be denied?

Obligation to keep acts and documents

Serbian company is obliged to keep the following acts and documents:

• The Founding Act;
• Decision on registration of incorporation;
• General Acts of the company;
• Minutes of the sessions of the General Assembly and Decisions made by the General Assembly;
• Act on the formation of each branch office or other organizational part of the company;
• Documents proving the ownership and other property related rights of the company;
• Minutes of meetings of the Supervisory Board, if the management of the company is two-tier;
• Reports of the Director and the Supervisory Board of the company, if the management of the company is two-tier;
• Records of the addresses of Directors and Members of the Supervisory Board;
• Records of the addresses of Members of the company;
• Contracts concluded by Directors, or Members of the Supervisory Board if the management of the company is two-tier and Members of the company, or related persons with the company.

All of the mentioned acts and documents must be stored at headquarters or at another place known and accessible to all Members of company.

Who has right to be informed with the content of those acts and documents and when can that right be denied?

At written request, the Director is obliged to make available all previously mentioned acts and documents, the Financial Statements of the company, as well as other documents related to the business operations of the company or to the exercise of the rights of Members of the company, to each Member of the company, as well as to the previous Members, for the purpose of inspecting and copying at his own expense, during working hours.

Additionally, the Director is obliged to inform every Member of the company without delay about the relevant facts related to the company’s operations or the exercise of the rights of the Members of the company. Also, each Member of the company has right to request in written that Director within eight days from the day of receipt of the request, at the expense of the Member send him/her a copy of every decision made by the assembly.

Denial of the right of access to company acts and documents and of the right to information

In only two cases can Director deny stated right to the Member of the company, one being when there is a justifiable fear that this right would be exercised for purposes contrary to the interests of company, or for purposes that are not related to membership of the company. Second case is if significant damage could be done to the company or its affiliate.

To make sure that your company operates in accordance with law we would recommend to contact experienced legal and business consultant and ask for their evaluation and professional opinion.

The management of a Serbian company can be organized as one-tier or two-tier management. In the case of one-tier management, the organs of a company are the General Assembly and one or more Directors. On the other hand, in the case of two-tier management, the organs of a company are the General Assembly, the Supervisory Board and one or more Directors.

The General Assembly

The Assembly is composed of all members of the company. Unless otherwise provided in the Memorandum of Association, each member of the company has the right to vote in the General Assembly in proportion to the share, but that act cannot provide that the member of the company has no vote.

Its competence is very wide, and it includes making changes of the Founding Act, supervision the work of Directors and adopting Directors reports, if the management of the company is one-tier, election and dismissal members of the Supervisory Board and determines remuneration for their work, if the management of the company is bicameral. The General Assembly sessions may be regular and extraordinary, and they are convened by the Director, if the management of the company is one-tier or by Supervisory Board, if the management of the company is two-tier.

Directors

The company has one or more Directors who are legal representatives of the company. The number of Directors is determined by the Founding Act or by the Decision of the General Assembly. If the number of Directors is not determined by the Founding Act or by the Decision of the General Assembly, it is considered that the company has one Director.

The Director represents the company towards third parties in accordance with the Founding Act, the Decisions of the General Assembly and the instructions of the Supervisory Board, if the management of the company is two-tier. If the company has more than one Director, all Directors represent the company jointly, unless otherwise stipulated by the Founding Act or the Decision of the General Assembly of the company.

The director is entitled to remuneration for his work and may also be entitled to incentives through the allocation of shares.

The Supervisory Board

A member of the Supervisory Board must meet the conditions prescribed by the Company Law, such as to has business capacity and must not be employed in the company. Determining the business strategy of the company, establishment of the Company’s accounting policies and risk management policies and deciding on initiating the procedure and giving Power of Attorney to represent the company in dispute with the director are just some of the tasks that Supervisory Board in obliged to cope with.

If you are not sure whether to organize company as one-tier or two-tier it would be good to speak to legal consultant. Also, if you know how you want to organize but you need help to register a company experienced legal and business consultants can help you to set up business on firm grounds.

If you are interested in opening a bank account of non-resident in Serbia as a foreign legal entity, here you will find a list of documents that you might will need to submit.

Necessary documents for payment account opening of non-resident

Necessary documents for payment account opening of non-resident are divided into two groups. In first group are documents provided by the bank, such as:

• Form for payment account opening of non- resident;
• Statement of Politically Exposed Person;
• Contract for the opening and maintaining of dinar/foreign currency payment account;
• Specimen of signatures for dinar/foreign currency payment account;
• Specimen of signatures for dinar payment account;
• Specimen of signatures for foreign currency payment account.

In the second group of documents there are documents that Client has to deliver to the bank:

1. Excerpt from registry of the domicile country for each foreign legal entity included in the Statement – original certified with apostille or copy certified by notary from issuer’s country and document apostille not older than 3 months. Translated into the Serbian language by court interpreter;
2. Excerpt from registry of the domicile country – foreign legal entity original or copy certified by notary from issuer’s country and apostille of document and translation into the Serbian language by court interpreter;
3. Act on appointing the person authorized for representation – original certified with apostille and copy certified by notary from issuer’s country and with apostille, not older than 3 months;
4. Certificate of persons “Authorized signatories” -original certified with apostille or copy certified by notary from issuer’s country and with apostille of document. Translation into the Serbian language certified by court interpreter – not older than 3 months;
5. ID or passport – authorized person or procurator.

Also, it is important to state that in some occasions bank may request additional documents to be submitted.

Important information is that in most cases all of this can be done through Power of Attorney, and without your presence. But, on some occasion bank officials do require that director or some other legal representative of the company is present for this procedure.

If you need more information regarding opening a bank account of non-resident in Serbia, or is some other country included in our Asst World pregame, contact Asst Office team.

Article 17 of the Law on the Centralized Records of Beneficial Owners (The Law) stipulates that all registered entities, established until 31st December 2018, must record the beneficial owners data in the Central Record of Beneficial Owners at the latest until 31st January 2019.

These subjects, as well as the legal entities established after 31st December 2018, on the basis of Articles of the Law have the obligation to record stated changes, within 15 days from the day of the founding or changes of the ownership structure, organ members and other changes on which basis the conditions of the beneficial owner of the registered subject can be estimated.

What are the consequences of failing to record beneficial owner of a legal entity in Serbia?

The consequences of failing to fulfill the obligation of recording are stipulated by Article 13 and the Article 14 of The Law.

In accordance to the Article 13 of the Law, who, in order to conceal the beneficial owner of a legal entity in Serbia, does not enter into the Central Registry information about the beneficial owner of the registered entity, submits false information about the beneficial owner of the registered entity as true, change or delete the true information about the beneficial owner of the registered entity, shall be punished by imprisonment for a period of time between three months and five years.

As an violation, Article 14 stipulates non-registration of data on the beneficial owner within 15 days from the date of establishment or change of ownership structure, members of the bodies of the registered entity and other changes on the basis of which the conditions for acquiring the property of the beneficial owner of the registered entity and non-possession and the non-preservation of relevant, accurate and up-to-date information and documents on the basis of which the beneficial owner of the registered entity is registered.

Fines for not fulfilling the obligation

For the stated violations, a registered entity shall be fined – a legal entity with a fine of 500.000,00 to 2 million dinars, and a responsible person in legal entity with a fine of 50,000 to 150,000 dinars.

Therefore, if you want to register a company in Serbia bear in mind that you will have these obligations towards Serbian Business Registers Agency. Also, if you already have ownership in Serbian legal entity or you are beneficial owner of a legal entity in Serbia, and you did not fulfill this obligation feel free to contact us and ask for advice or our assistance.

A Sole Proprietor can transfer her /his business to third party only if conditions stated by the Serbian Company Law and The Law About the Registration Procedure at the Agency for Business Registers. Some of them refer to who can Sole Proprietor transfer his / her business to, and other refer to what steps need to be undertaken so that this procedure can be finished.

When does Sole Proprietor can transfer to third party?

Transfer of Sole Proprietors business is possible in two cases:

1. Between spouses;
2. From parents to children.

In other cases, the transfer of an entrepreneurial action is not possible, nor is it allowed.

What steps need to be undertaken for this procedure?

To make this transfer possible, it is necessary:

• Make an Agreement on the Allocation of Life Assets;
• Verify the contract with the Notary;
• Submit an application for verification of data in the Business Registers Agency;
• Pay a fee to the Business Registers Agency.

What is important to emphasize is that during the transfer of the Sole Proprietors business, the name change also occurs, so it is necessary to create a new stamp at the end of the procedure. Also, new Sole Proprietor can decide to operate without the stamp. The registration number and Tax Identification Number will not change on this occasion, and the number received when previous Sole Proprietor register will be transferred as well.

An individual who took over the business and became Sole Proprietor is responsible for all previously undertaken commitments of a previous Sole Proprietor action with all her/his property, including the property she/he acquires in connection with the performance of his business. 

If you need advice or assistance regarding the transfer of a Sole Proprietors business or you wish to register as Sole Proprietor, we are at your service.