On 17 November 2021, the National Assembly of the Republic of Serbia adopted the Law amending the Companies Law (Official Gazette of RS no. 109/2021) (“the Law“) that entered into force on the eighth day upon its publishing in the Official Gazette of the Republic of Serbia.
These amendments significantly changed Article 19 of the Law that regulates company’s registered seat in the Republic of Serbia, prescribing that:
Address of company seat implies city, municipality, inhabited place, street or square, house number and apartment number, in accordance with the law regulating territorial organisation.
Considering that the mentioned amendments of the Law entered into force on 27 November 2021, companies, entrepreneurs, branches and representative offices of foreign companies that have no registered company seat in accordance with the Law, shall be obliged to adjust seat address with the provisions of the Law and to register the adjusted seat address within one year after the entry into force of the Law, i.e. by 27 November 2022.
In addition, Article 585 of the Law prescribes a fine of RSD 100,000 to RSD 1,000,000 for commercial offence of a company that fails to abide by the provisions of this law or fails to abide by the law within the legally prescribed deadline, and it is also possible to penalise responsible person in a company for commercial offence with RSD 20,000 to 200,000.
Considering the absence of any official notice in the previous period from state authorities in relation to the obligation to adjust address of the company’s registered seat to the new amendments to the Law, we have received official information from the Business Registers Agency stating that if a company already has a registered seat comprising of street and house number, it is not necessary to change the seat for adjusting to the amendments of the Law, and that the purpose of new provisions is to “ensure mail delivery and prevent fictional addresses”.
Finally, the Business Registers Agency noted that it is not possible to register all data envisaged by the Law for each company, however if companies wish to register the name of the building as additional address description, they may do so in the regular procedure for change of data i.e. based on the decision of company assembly, by submission of registration application and evidence of payment of fee for change of data.
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