Serbian Law on Companies | Novembar 2021 | Welcome to Serbia

Serbian Law on Companies – Novembar 2021 Changes

Amendments to the Serbian Law on Companies entered into force on November 27, 2021. The Law on Companies entered into force in 2011: if sorted by years, this is the fourth group of amendments (2015, 2018, 2019 and 2021).

 

Association “Welcome to Serbia” reviews the most important changes.

 

Company Address

Before the changes, it was impossible for an owner to intervene with the Registry or court and remove the company from an address in case the legal basis never existed or ceased to exist. The introduced amendments allow a person to file a lawsuit against the company which has not obtained or has lost legal basis to be registered at a particular address.

If the company does not change the address within 30 days after the court has issued a favourable decision, the Registry will initiate the process of forced liquidation.

 

Digital Government

From this moment, legal entities registered with the Commercial Registry will need to be registered with “eUprava” electronic government portal. It is safe to say that this is one of the final steps in the process of shaping the presence of companies on the Internet, which started rather shyly in 2018, when email address became a mandatory element of internal acts and public registration of legal entities registered with the Commercial Registry.

The portal “eUprava” will become the central point for the reception of all written information, documents, warnings etc. It is early to say how the non-resident directors will access the “eUprava” platform, but we have been informed that the technical solutions are being prepared.

 

Digital Invoices Confirmed

Legal entities registered with the Commercial Registry will be obliged to receive, save and, from January 1, 2023, submit digital invoices through a special, government-controlled platform, in accordance with the Law on Digital Invoices. This applies only to transactions executed in RSD (Serbian dinar).

 

Online Registration

Prior to the entry into force of the amendments, it was possible to register an entity, which is subject to registration, in person, by submitting the documents to a local organizational unit of the Registry, or through the online platform of the Registry. From May 2023, it will be possible to register this subject only via online platform.

 

The main internal acts submitted in the process of registration shall be digitalized in accordance with the Law on Digital Document.

 

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Conclusion

The introduced changes are primarily orientated towards completing and confirming the basic legal identity of the company, in order to challenge the existence of “shell” (“phantom”) companies, which is in accordance with the OECD rules, worldwide AML/CFT tendencies and other relevant regulations and requirements. Keeping in mind the expansion of digital services throughout the world, the digital component of legal identity is of great importance. It is also in accordance with all-round efforts to digitalize the public and biggest part of private sector in Serbia.

 

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