Major Changes in Serbia’s Beneficial Ownership Regulations: What Businesses Need to Know

Effective 1 October 2025, the new Law on the Central Registry of Beneficial Owners (“Official Gazette of the Republic of Serbia”, nos. 19/2025, 51/2025 and 60/2025) (the “Law”), will introduce significant changes to the formalities related to beneficial ownership (the “UBO”). Keeping the UBO data documented, up to date and accurate will become precondition for smooth conduction of numerous daily operations (such as opening new bank account, taking credit, insuring property or engaging broker).

The Law extends its scope to certain trusts and trust-like legal arrangements, implements additional obligations for entities that had already registered their UBO, and introduces brand-new mechanism for dealing with discrepancies in the UBO data obtained under the Law on Prevention of Money Laundering and Financing of Terrorism (the “AML”) and the data registered in the Central Registry of Beneficial Owners (the “UBO Registry”).  

Below we provide an overview of the key changes brought by the Law.

Submitting Documentation Used for Determining UBO

Unlike previous legislation, the Law requires entities to upload the following documents to the UBO Registry:

  • documentation on the basis of which the UBO had been determined, and
  • copy of a passport or foreign ID card when a foreigner is registered as beneficial owner.

According to the Guidelines of the Ministry of Finance, the various documents can be used for determination of the UBO: business registry excerpts, incorporation acts, board decisions, various authorizations, shareholder agreements, shareholder register excerpts, trust agreements, annual reports, certificates of incorporation in accordance with the applicable laws of a specific country, certificates of registered office address, certificates of good standing, certificates of shareholders, beneficial owners, managers or representatives of a specific company, etc.  

All entities that have previously registered their UBO must upload the specified documentation to the UBO Registry no later than 30 November 2025. If there have been no changes to the UBO since the last registration, the entity is encouraged to upload the existing documents used to determine the UBO.

Otherwise, all entities whose UBO have experienced changes in the meantime are advised to begin collecting the necessary documentation without delay, in order to meet the final deadline of 30 November 2025.

Deadlines for First Registration, Update and Revision of the UBO Data

Newly incorporated entities are now required to register the UBO data within 30 days from the date of their incorporation.

Update of the registered UBO data is also due within 30 days from the occurrence of the grounds for uprating registered data (e.g. change in the ownership of the registered entity).

Finally, all entities are obliged to verify the accuracy of the data registered in the UBO Registry on annual basis, i.e. within one year from the date of the last registration/update/confirmation of accuracy of the registered data.

Obligations of AML Obliged Entities in Case of the UBO Data Discrepancies

During the course of determining the beneficial owner of the client in line with the AML, banks, financial leasing providers, broker-dealer companies, audit firms and independent auditors, electronic money institutions and other obliged entities under the AML will have to compare the UBO data obtained in line with AML procedures with the data from the UBO Registry.

Where discrepancies are identified, or where data is missing, the obliged entity must, without delay:

  • notify the client; and
  • submit a note on discrepancy via the Business Registers Agency online portal, together with supporting documentation.       

Following annotation in the UBO Registry, the subject registered entity has 30 days to verify, amend, or confirm the registered data. Failure to fulfill this obligation will result in supervision over the registered entity by the competent authority and potentially initiating a misdemeanor procedure.

Publication of the List of Incompliant Entities

Entities that failed to register their UBO or to upload the required documentation within prescribed deadlines, will be included on a public list of incompliant entities, maintained and published on the Business Registers Agency’s website and updated every 48 hours. Such entities will be automatically classified as high-risk entities for the purpose of the AML.

Minimum Custodial Criminal Sentence Increased

The minimum custodial sentence prescribed for the failure to register, false registration, alteration, or deletion of accurate UBO data in the UBO Registry with the intention of concealing the beneficial owner of a registered entity now ranges from 6 months to 5 years of imprisonment.

Conclusion

The Law establishes a stricter regime aimed at enhancing transparency and compliance in identifying UBOs in Serbia.

For all existing registered entities, it is of utmost importance to act in a timely manner to comply with the requirements of the Law and to avoid misdemeanor sanctions and various practical implications of incompliance.