• Legal Highlights - December 2018-2
Article:

Legal Highlights - December 2018-2

27 December 2018

GUIDELINES ON THE REGISTRATION OF BENEFICIAL OWNERS OF REGISTERED LEGAL ENTITIES IN THE CENTRALISED RECORDS

On 24 December the Ministry of Economy published the Guidelines on the Registration of Beneficial Owners of Registered Legal Entities in the Centralised Records (hereinafter: the Guidelines), in order to provide assistance to registered entities in fulfilling the legal obligation relating to the registration of a beneficial owner with the Centralised Records of Beneficial Owners to be established by the Serbian Business Registers Agency until 31 December 2018.

The Guidelines were published on the webpage of the Ministry of Economy, and can be accessed using the link published on the Agency’s webpage.

RECORDING OBLIGATION

Authorised persons in registered legal entities, are obligated to record the information on benefical owners no later than 31 January 2019.

The registration of the beneficial owner will be performed electronically using a qualified electronic signature certificate accessing the Centralised Records Portal.

RECORDING PROCEDURE

The Guidelines have detailed the procedure for registering the beneficial owner, using the labels and sub-labels for obtaining the property of a beneficial owner.

The indicated labels and sub-labels were introduced by the Rulebook on the Contents of Centralised Records of Beneficial Owners (“Official Gazette of RS” no. 98/2018) (hereinafter: the Rulebook), which was the topic of the previous issue of the Legal Highlights.

The authorised person of the registered entity after entering into the Centralised Record will select one of the labels prescribed by the Rulebook (OSV 1, OSV 2, OSV 3, OSV 4, OSV 5, OSV 6 and OSV 7) depending on the basis on which the beneficial owner is determined.

After selecting one of the offered bases, the authorised person will select a sub-label that closely defines the beneficial owner and, if labels  OSV 1, OSV 4 and OSV 5 are in question, and subsequent to the selection of a sub- label, will perform the recording of the beneficial owner.

If the bases for determing the beneficial owner  OSV 2, OSV 3, OSV 6 and OSV 7 are in question, recording of the beneficial owner is performed after the selection of the basis.

For example, if the authorised person chooses a label for the basis of recording the beneficial owner OSV 1, which is the case when the beneficial owner is determined based on the ownership of stakes/shares or based on the voting right, it is necessary to further select the corresponding sub-labels out of the possible two:

  • OSV 1A if ownership of stakes/shares is in question or
  • OSV 1B if the voting right is in question.

If sub-label OSV 1A is selected, further selection is made depending on whether it is direct or indirect ownership. The sub-label OSV 1A/N is selected in the case of direct ownership of stakes/shares, and the sub-label OSV 1A/P is selected in the case of indirect ownerhip of stakes/shares.

After the selection of one of the two sub-labels has been made, the data on the bneficial owner is recorded by entering his/her name and UMCN if a domestic person is in question, i.e., the passport number in the case of a foreigner, and than the data on the percentage of the stake/share of the beneficial owner in the registered entity.

In the event of choosing the sub-label OSV 1B, the choice of sub-label would be performed, depending on whether a direct or indirect holder of the voting right is in question, so the sub-label OSV 1B/N is chosen in the case of a holder of the direct voting right, and the sub-label OSV 1B/P is selected in the case of a holder of the indirect right.

After selecting the sub-label, the data on the beneficial owner is recorded.

If the label OSV 2 is selected, which is the case when the beneficial owner is determined on the basis of the prevailing influence on the conduct of business and decision-making, the next step is to record the information about the beneficial owner (name, UMCN, password number, etc.).

The recording procedure based on the selection of the following labels OSV 3, OSV 4 and OSV 5 is performed in the same manner pursuant to the description of labels and sub-labels defined by the Rulebook.

The labels OSV 6 and OSV 7 are selected when a natural person registered for representation is recorded as a beneficial owner, as follows:

OSV 6 in case there is no natural person that would meet the requirements for being recorded as OSV 1 – OSV 4;

OSV 7 in case when not all data is available, i.e., complete documentation for determining a natural person that would meet the requirements for being recorded as OSV 1 – OSV 4.

After the selection of one of these two codes, the data on a natural person registered for representation in the entity or a natural person registered as a member of the body of that entity shall be recorded.

PUBLICATION AND DATA AVAILABILITY

The information on the beneficial owner shall be published on the portal of the Business Register Agency at the same time as the registration, and the legal effect shall be made to third parties on the day following the day of publication on the website of the Business Registers Agency.

The Centralised Records represents a public, uniform and centralised database on beneficial owners (natural persons) of the legal entities registered in the Republic of Serbia.