This year, the new Law on the Central Register of Beneficial Owners (Official Gazette of the Republic of Serbia No. 19/2025) was adopted. It entered into force on 14 March 2025, and its implementation begins 18 months after its entry into force, except for certain provisions. Existing registered entities are required to comply with the provisions of the new Law within 60 days from the start of its implementation.
What is the Central Register of Beneficial Owners?
If you are the founder of a company, business association, other types of associations, a representative office, foundation, or similar entity, you are likely already familiar with this term. It refers to a public electronic database containing information on natural persons who are the beneficial owners of a registered entity.
This database became operational on 31 December 2018 and is maintained electronically by the Serbian Business Registers Agency. Its primary purpose is to ensure that information on the beneficial owners of legal entities and other registered entities in the Republic of Serbia is publicly available to prevent money laundering and terrorist financing, aligning with international standards in this area.
Who does the new Law apply to?
The Law on the Central Register of Beneficial Owners, both the previous and the new one, applies to a wide range of legal entities.
A key change introduced by the 2025 Law is that its scope is now extended to trusts managed from the Republic of Serbia, as well as trusts not managed from Serbia, if the trustee engages in business, professional, or commercial relationships or conducts transactions with legal or natural persons within Serbia. Furthermore, the new Law also applies to legal relationships similar to trusts, under the same conditions.
The management of a trust or a legal relationship similar to a trust exists if the trustee (or a comparable person in a similar legal relationship) has a registered seat or residence in Serbia.
What is a trust?
A trust is an institute of Anglo-Saxon law. To define it, we refer to Article 2 of the 1985 Hague Convention on the Law Applicable to Trusts and on their Recognition, which states that a trust is a type of legal relationship established inter vivos or upon death (mortis causa) by a settlor, whereby specific assets are entrusted to a trustee who is obliged to manage and dispose of them in favor of a beneficiary or for a specified purpose.
Serbia’s Law on the Prevention of Money Laundering and Terrorist Financing (Official Gazette of the Republic of Serbia Nos. 113/2017, 91/2019, 153/2020, 92/2023, 94/2024, and 19/2025) also defines a trust, stating that it is a foreign legal entity established by a settlor (trustor) inter vivos or upon death, whereby the settlor transfers assets for management and disposal by a trustee in favor of a beneficiary or for a specifically designated purpose.
Additionally, the law sets out certain characteristics of a trust. The trust’s assets do not form part of the settlor’s estate; ownership is held by the trustee, who manages, uses, and disposes of the assets in favor of the beneficiary or settlor under the terms of the trust. Certain duties can be assigned to a protector of the trust based on a trust agreement. A beneficiary can be an individual or a group of persons, whether specifically identified or identifiable.
Article 3(12) of the Law on the Prevention of Money Laundering defines a trust’s beneficial owner as the settlor, trustee, protector, beneficiary (if designated), or any person holding a dominant position in trust management.
Amendments to the Law on the Prevention of Money Laundering and Terrorist Financing and the Law on Restricting the Disposal of Assets for the Purpose of Preventing Terrorism and the Proliferation of Weapons of Mass Destruction entered into force on December 6, 2024.
What are the grounds for registration under the new Law?
According to Article 7 of the new Law on the Central Register of Beneficial Owners, there are three grounds for registration in the Central Register. The first is the registration of a legal entity. The second is changes in ownership structure and members of the entity’s management, as well as other changes affecting the determination of a beneficial owner. The third, which is a novelty, is the management of a trust or a similar legal relationship from Serbia, or engagement by a trustee (or a comparable person) in business, professional, or commercial activities or transactions in Serbia.
Obligation for an annual review of beneficial ownership data
A significant novelty in the new law is the annual review obligation. Article 9 mandates that registered entities or their authorized persons must review the accuracy and update the registered beneficial ownership data at least once a year. This must be done within one year from the last recorded update or confirmation of accuracy.
How long must data and documents be retained?
Article 12 of the new Law imposes a duty on the Serbian Business Registers Agency to retain data and documents from the Central Register for at least 5 years and at most 10 years following the deletion of a registered entity, trust, or a similar legal relationship from the register. Additionally, registered entities, trustees, and comparable persons in similar legal relationships must retain accurate and updated records and documents forming the basis for beneficial ownership registration for 10 years from the date of the last recorded change, or 5 years from the termination of the legal entity.
Lawsuits for the protection of registered beneficial owners
As under the previous law, which is still in effect, a natural person registered as a beneficial owner may file a lawsuit before the competent court, determined by the entity’s seat, to challenge their registration as a beneficial owner. The new Law introduces an additional provision in Article 13(2), allowing a natural person registered as a beneficial owner of a trust or a similar legal relationship to file a lawsuit against the trustee before the court with jurisdiction over the seat of the Business Registers Agency to establish that they are not a beneficial owner. Furthermore, Article 13(5) states that the registered entity or its authorized person must register a new beneficial owner within 30 days of the final court decision that removes a person from the register and upload supporting documentation identifying the new beneficial owner.
What are the consequences of non-compliance?
The new Law introduces criminal and misdemeanor liability.
Criminal liability is prescribed in Article 18 and includes a prison sentence ranging from 6 months to 5 years. Misdemeanor liability applies to legal entities that fail to register beneficial ownership data, fail to submit required documents within the prescribed timeframe, inaccurately register data, fail to timely confirm the accuracy of data, and similar violations. Additionally, responsible persons within these legal entities may be held liable if they fail to retain documentation supporting ownership records.
For more details on the new legal provisions, registration procedures, and the consequences of non-compliance, consult a law firm specializing in corporate law.
Note: This text does not constitute legal advice but reflects the personal opinion of the author.
