Serbia amends the Law on the procedure for registering companies with the Commercial Registers Agency (AKR).
The changes require the filing of applications for company registration with the AKP in electronic form.
These changes in the Serbian legislation are adopted to implement the direction of the government of the digitalization of the economy and electronic services.
The provision of paragraph 2 of Article 9 of the Law will enter into force in full on May 16, 2023, therefore, filing an application for registration in paper form with a certified constituent act will be prohibited.
In addition to the possibility to submit documents for company registration in electronic form, there are other changes in the corporate legislation of Serbia.
The right to certify a digitized document by a lawyer.
New changes give the right to digitize documents and confirm the identity of the applicant when registering a company by lawyers registered in the list of lawyers of the Serbian Bar Association.
The lawyer signs the application with his electronic signature (qualified electronic signature).
The lawyer is obliged to keep the original document, which he digitized and submitted to the ACR, and the digitized document itself.
The right to certify digitized documents came into force on November 17, 2022.
However, the full implementation of this provision in practice is expected only with the entry into force of the remaining deferred provisions of the Law, which require that an application for registration of a company be submitted exclusively in electronic form from 05/17/2023.
Fictitious company address.
Amendments to the Business Companies Law grant the right to persons who own real estate at addresses where companies are registered without their consent to apply for the removal of the address of such legal entities.
That is, companies are required to register at a new legal address within 30 days. Otherwise, a forced liquidation procedure will be initiated against this company..
It is important to note that the very requirement of the property owner to remove the registration address will be a signal for other authorities to conduct additional checks..
The issue of filing by the founder of an application for registration of changes to the company in the event of the dismissal of the director has been resolved.
The director of the company is dismissed and accepted by the decision of the company, which takes effect immediately.
According to the current legislation, in the decision to dismiss the director, you can immediately appoint a new representative of the company or a person authorized to register the change in the ACR.
However, in practice, situations often arose when a company decided to dismiss a director, but for certain reasons did not appoint a new one. As a result, there was a problem of determining the authorized person to register the dismissal of the head.
Changes in legislation provide that any member of the company can apply for registration with the ACR, unless a new representative or person authorized to register has been appointed.
Deadline for registration.
According to the changes, the registrar makes a decision on the application for registration of the company within 5 working days from the date of its receipt.
Making changes to the Register or eliminating errors made during registration.
If an error or inaccuracy was made during registration, the registrar immediately after becoming aware of the error, or within 5 working days from the date of filing the application for correction, makes a correction and notifies the applicant in writing.
Provision of a written copy of the decision of the registrar to register the company at the request of the applicant:
- by mail, to a legal address to receive correspondence from a legal entity or entrepreneur;
- by mail, at the address of residence or registration of an individual who is a representative;
- by sending to a registered e-mail in accordance with the legislation governing electronic document, electronic identification and trusted services in electronic business;
- in person at the headquarters of the AKP or at the offices of the Registry;
In the case of electronic registration of the company, the solution will be delivered exclusively to the e-mail specified in the application.
Please note that the application of this rule has been postponed until17.05.2023.