Changes in Procedure of Registration in the Business Registers Agency

Changes in Procedure of Registration in the Business Registers Agency

December 06, 2021

On November 16, 2021, the Law on Amendments to the Law on Procedure of Registration in the Business Registers Agency (Official Gazette of RS no. 105/2021) (the “Law”) has entered into force, while the application of certain provisions has been postponed for the prescribed period.

The main intention of the Law is to reduce time and costs of incorporation of business entities, to promote conditions for commencement of business, and to remove legal vacuums observed in previous enforcement of the regulation concerned, all in accordance with measures from the Action Plan of the Program for Improvement of Position of the Republic of Serbia on the World Bank’s Business List – Doing Business for the period 2020-2023.

Submission of the Application for Registration of Discharge of a Company’s Representative

According to the Law, considering that the decision of the company’s competent body on discharging of company’s representative is of constitutive nature, i.e., the change is effective as from the day of its adoption, discharged representative is not authorised to file for the registration of deletion of his/her representative capacity to the Business Registers Agency (“BRA”), given that the aforesaid capacity ceased on the day of adoption of the mentioned decision.

In relation thereto, the Law also prescribes that, if a new company’s representative has not been appointed simultaneously with dissolution of its only registered representative, request for registering of the said dissolution can be filed by the company’s shareholder, which facilitates timely registration of the changes concerned.

Obtaining of Data and Documents “Ex Officio”

For the purpose of efficient registration and alignment with the provisions of the Law on General Administrative Procedure, the Law stipulates that data and documents filed with the application, that are subject to the official records, shall be obtained by the registrar “ex officio, i.e., by direct insight into such official records, through so-called authority’s service bus or otherwise in accordance with the law governing the e-government, unless the applicant undertakes to individually provide such data and documents.

Deadline for Deciding on the Application, i.e., Adoption of Decision

Under the Law, the registrar decides on the application within five working days after its receipt.

In relation to the previously mentioned obligation of the registrar to provide relevant data and documents “ex officio, the Law specifies that the deadline of five working days starts on the day following the day of obtaining of data and/or documents, unless their obtaining was done by direct insight into official records of another authority, through service bus or in other acceptable manner under the law on e-government, in which case the deadline is counted from the day of obtaining of such data and documents.

Electronic Form of the Application for Company Incorporation

The Law sets out that the application for company incorporation will be filed to the BRA only in electronic form, wherefore it is necessary to own a qualified electronic signature issued by a certification authority in Serbia.

The application of this provision has been postponed, and it will be applied upon the expiry of 18 months after entry into force of the Law.

Certification of a Digitalised Act

In accordance with provisions of the Law on Electronic Document, Electronic Identification and Trust Services in Electronic Transactions, if an act, i.e., document, previously originally made in paper form, is enclosed with the application, the copy of such act, i.e., document digitalised and certified in accordance with the aforesaid law shall be delivered.

Digitalisation of act, i.e., document, and verification of its identity with the original, for the purpose of conducting of the procedure before the BRA in accordance with the Law, apart from the persons established by the law governing electronic document, electronic identification and trust services in electronic transactions, may be done by a lawyer registered in the Serbian Bar Association, provided that their electronic signature and/or qualified electronic stamp is also placed on the application submitted along with such act, i.e., document. The lawyer is obliged to keep the original act, i.e., document that is digitalised and submitted to the APR, as well as the digitalised act, i.e., document itself.

The above stated provisions will be applied upon the expiry of one year after the entry into force of the Law.

Correction of Errors in the Register

According to the Law, if an error was made during registration, which refers to typing or calculating errors, or other obvious inaccuracies, the registrar shall, immediately upon learning about the error, or within five working days after the submission of request for correction, effect the correction, and notify in writing the subject of registration, i.e., applicant of request for correction.

However, in case the registrar found out about the error upon receipt of the application, it shall immediately act in the previously described manner and correct the observed error, while the application will be rejected for non-fulfilment of requirements under Article 14 item 7) of the Law, i.e., as data from the application are not in conformity with data recorded in the register acting upon the application, and the applicant will be invited to eliminate the irregularity within deadline from Article 17 paragraph 3 of the Law (30 days), by adjusting the data from the application and accompanying documentation with the new register entry, without any charges thereof.

On condition that the registrar finds, while deciding on request for error correction, that no error was made, it will pass a decision rejecting the request as unfounded.

Submission of Written Dispatch of Decision

The Law prescribes that the submission of written copy of registrar’s decision will be done upon the applicant’s request, for information purposes, in one of the following ways:

  • by e-mail, to the registered mailing address of legal entity or entrepreneur;
  • by e-mail, to the address of seat of legal entity or entrepreneur, if no mailing address was registered;
  • by sending to the registered e-mail address in accordance with the law regulating electronic document, electronic identification, and trust services in electronic transactions;
  • by taking over in the seat of the BRA or its organisational units;
  • by e-mail, to the address of residence or stay of natural person that is a party in the procedure.

Exceptionally, if the application was submitted electronically, a copy of registrar’s decision in electronic form will be sent to the registered e-mail address, or to the e-mail address entered in the application.

In addition, the users of e-government services registered in accordance with the law on electronic government will be served exclusively through the Individual Electronic Inbox, whereby the application of this provision has been postponed, and it will start to apply upon the expiry of 18 months after the entry into force of the Law.

Other Amendments

Finally, the Law envisages that the obligation to pay the fee for registration procedure, records, publications, reservations of names, procedures upon other requests, and other services provided by the BRA, will be generated on the day of filing the application, i.e., day of filing the request for provision of other service.

The Law also prescribes that the registrar will pass a decision rejecting the request for issuance of excerpts or certificates from records that it deems to be unfounded, thus eliminating the observed legal vacuum, and avoiding possible complaint for the so-called silence of the administration.

This article is to be considered as exclusively informative, with no intention to provide legal advice. If you should need additional information, please contact us directly.