Serbia has introduced a new beneficial-ownership regime requiring companies to provide documentary evidence supporting the identification of their ultimate owners, with the changes also affecting banking and transaction due diligence. The Law on Central Records of Beneficial Owners took effect, replacing the previous framework. Existing registered entities have 60 days from that date to update their records and upload the documentation required under the new rules.
The legislation applies to most Serbian companies, except public joint-stock companies, as well as cooperatives, branches and representative offices of foreign companies and various other legal entities. Certain trusts and trust-like arrangements linked to Serbia are also included.
Beneficial-owner registration now requires supporting evidence
Under the new framework, entering a person’s name in the beneficial-ownership database maintained by the Serbian Business Registers Agency (APR) does not by itself satisfy the requirement. Covered entities must hold appropriate documentation demonstrating the basis for determining their beneficial owner. Companies already registered in the system must provide the relevant supporting documents during the 60-day transition period. The changes therefore place greater emphasis on the evidence behind ownership information, rather than registration of the information alone.
APR non-compliance list linked to AML risk
The new rules also connect beneficial-ownership compliance directly with Serbia’s anti-money-laundering system. APR is required to maintain a publicly accessible list of entities that have failed to fulfil their beneficial-ownership obligations, with the list updated every 48 hours. Entities included on the list are classified as high risk under Serbia’s anti-money-laundering legislation.
Banks and other regulated institutions must compare beneficial-ownership information collected through customer due diligence with the data recorded in the central register and formally document any discrepancies. This places beneficial-ownership records directly within KYC procedures, financing assessments and transaction due diligence, including for foreign-owned Serbian businesses with multi-level corporate structures.
Fines and criminal liability
The legislation establishes financial penalties for registered legal entities that breach the requirements. Fines range from RSD 500,000 to RSD 2 million, approximately €4,300 to €17,000, and can apply where companies fail to register beneficial ownership or supporting documents, submit inaccurate information or fail to retain the required evidence. The law also provides for criminal liability for deliberate concealment. A person who intentionally fails to record, falsifies, alters or deletes beneficial-ownership information to conceal the actual owner can face six months to five years in prison.
New requirements affect investment and acquisition due diligence
The expanded documentation requirements also apply to the information examined during corporate transactions. Beneficial ownership is already reviewed as part of legal and compliance due diligence. The new framework provides an additional basis for buyers, lenders and advisers to compare registered ownership information with shareholder agreements, corporate documentation and the broader ownership chain.
For multinational groups and complex investment structures, companies therefore need to establish a documented chain connecting the Serbian entity with the natural persons who ultimately own or control it. The reform is part of Serbia’s efforts to strengthen its anti-money-laundering framework and align corporate-transparency requirements with international standards, including FATF Recommendations 24 and 25, which address companies and trusts. Companies with straightforward ownership structures face fewer documentation requirements than groups where control cannot be established solely through direct shareholding or where ownership chains extend across multiple jurisdictions.
