Same owners, same shares, same director — and still a fine of up to RSD 2,000,000. Serbia’s Law on the Central Register of Beneficial Owners does not only sanction those who hide something, but also those who stay silent: since October 2026, the first cycle of mandatory annual verification has been under way, and every company must actively confirm that its recorded beneficial ownership data is still accurate — even when nothing has changed.
What is the annual beneficial ownership verification and who must do it?
The Law on the Central Register of Beneficial Owners (Official Gazette of the Republic of Serbia, Nos. 19/2025, 51/2025 and 60/2025 – corr.), in force since 1 October 2025, introduces a new obligation in Article 9: the registered entity, acting through its authorised person, must verify that the beneficial ownership data recorded in the Central Register is accurate and up to date, and must confirm this in the Register.
Under Article 2 of the Law, the obligation applies to companies (other than public joint stock companies), cooperatives, branches and representative offices of foreign companies, associations, foundations, endowments and institutions, as well as to trusts and similar legal arrangements. Beneficial owners are not recorded — and therefore not confirmed — in the cases listed in Article 4.
Under Article 3, the authorised person is the person authorised to represent the registered entity (the director or other legal representative) and, for a trust, the trustee.
The Register is kept by the Serbian Business Registers Agency (APR), which, under Article 9(2) of the Law, determines access to the portal and the manner of confirmation. Confirmation is given electronically through the APR portal, using the legal representative’s qualified electronic signature.
What is the deadline for the annual beneficial ownership verification?
Article 9 sets two consecutive deadlines:
- the verification must be carried out within one year from the date of the last registration of beneficial ownership data, or from the date of the last confirmation of its accuracy;
- the confirmation must then be submitted in the Register within a further 30 days.
The deadline is entity-specific — there is no single date for all companies. Under Article 24 of the Law, existing entities had 60 days from the start of application to align with the new rules, i.e. until the end of November 2025. For most companies, that alignment is the last registration from which the first annual deadline runs, which is why the first verification cycle falls between October and the end of 2026.
How do I calculate my company’s deadline?
- Obtain an extract from the Central Register for your company and identify the date of the last registration of beneficial ownership data — under Article 6, the Register contains the date on which data and documents were recorded.
- If you registered a change after the alignment, the deadline runs from the date of that change.
- Add one year — that is the deadline for the verification.
- Add another 30 days — that is the final deadline for confirmation on the APR portal.
Example: a company aligned its data and uploaded its documents on 20 November 2025. The verification must be completed by 20 November 2026, and confirmation given no later than 20 December 2026.
We recommend not leaving the verification until the last days: if it turns out that a change must be registered or documents supplemented, that takes time — and requires a valid qualified electronic certificate of the legal representative. For foreign-owned companies whose directors are abroad, this point deserves particular attention.
What if there have been no changes in the ownership structure?
The obligation still applies. Article 9 does not tie confirmation to a change — its purpose is precisely that the entity actively confirms, at least once a year, that the recorded data remain accurate. If there are no changes, the obligation is met simply by confirming the accuracy and currency of the data on the portal.
If a change has occurred, it must be registered within 30 days of its occurrence (Article 8(4) of the Law), together with the documents on the basis of which the beneficial owner was determined. In that case, the new annual period runs from the date the change is registered.
What exactly should be checked?
The verification is not a formality. Under Article 3 of the Law, a beneficial owner is a natural person who directly or indirectly holds 25% or more of the shares or voting rights, or who has a dominant influence over the management of the business, or who indirectly provides funds and on that basis significantly influences decision-making. The review should therefore cover:
- changes in shareholdings or voting rights in the company or at any level of the ownership chain, including foreign parent companies;
- shareholder agreements, voting agreements, share pledges or options that may change control;
- whether any person has acquired dominant influence on another basis (financing, management rights);
- whether the personal data of beneficial owners is current — for foreign nationals, including passport or ID number, issuing state and citizenship (Article 6(3));
- whether the uploaded documents are still valid and complete, including a copy of the passport or foreign ID card of a foreign beneficial owner (Article 6(4)).
What documents are needed?
Depending on the structure, typically: current registry extracts for all companies in the ownership chain (with translation for foreign entities), the founding act and share register or record of interests, shareholder and voting agreements, trust deeds or foundation documents, and the personal identification documents of the beneficial owners.
Article 12 requires the entity to keep accurate and current data and documents on the basis of which the beneficial owner was registered for ten years, and to deliver them to the supervisory authority on request without delay, and no later than within three working days.
What if a bank flags a discrepancy?
Banks and other obliged entities under anti-money laundering rules must compare the data in the Central Register with the information they have obtained themselves. Under Article 16 of the Law, if they identify a discrepancy, they notify the client and enter a note of discrepancy in the Register, which becomes publicly visible and forms part of the extract.
From the date the note is entered, the entity has 30 days to review the data and, if necessary, register a change. If the data are not reconciled, the obliged entity notifies the supervisory authority, which must carry out an inspection within three days.
What are the penalties for missing the annual verification?
Under Article 19 of the Law, failure to confirm the accuracy and currency of the data within the prescribed deadline is punishable by:
- a fine of RSD 500,000 to 2,000,000 for the legal entity;
- a fine of RSD 50,000 to 150,000 for the responsible person (the legal representative).
Under Article 22, a protective measure prohibiting certain activities or duties may also be imposed for a period of six months to three years.
Under Article 14, APR checks whether confirmation has been given on time and is authorised to initiate misdemeanour proceedings. Separately, Article 18 establishes a criminal offence — imprisonment of six months to five years for anyone who, with intent to conceal the beneficial owner, fails to register data or registers false data.
Quick checklist for directors
- identify the date of the last registration or confirmation and diarise the deadline;
- review the ownership structure up to natural persons, including foreign parent companies;
- review agreements that may affect control;
- update the personal data and documents of beneficial owners;
- if there are changes — register them within 30 days, with supporting documents;
- make sure the legal representative has a valid qualified electronic certificate;
- submit the confirmation on the APR portal and keep evidence of it;
- organise the internal file, which must be kept for ten years.
How can IVVK Lawyers help?
IVVK Lawyers carries out the annual verification and confirmation of data in the Central Register of Beneficial Owners for its clients — from analysing the ownership and control structure, including foreign holding structures and trusts, through preparing and uploading documents, to registering changes and submitting the confirmation on the portal.
Contact: milos.vuckovic@ivvk.rs | www.ivvk.rs | Maršala Birjuzova 50, Belgrade.
This article is for information purposes only and does not constitute legal advice. For advice on a specific matter, please contact us directly.