Adopted Bill amending and modifying the Law on Procedure of Registration with the Business Registers Agency
On 25 April 2019, the National Assembly of the Republic of the Serbia adopted Bill amending and modifying the Law on Procedure of Registration with the Business Registers Agency (“the Law”), published in the Official Gazette No. 31/2019 dated 29 April, 2019, effective eight days after publishing in the Official Gazette on 07. May 2019.
The difference of the modified Law is that a provision in the form of Article 5a has been added specifying the persons authorized to file an application. Authorized persons to file an application are a person authorized to represent a legal entity; legally authorized person for registration of data prescribed by law, founder in the process of company founding, natural person who is registering or is registered as entrepreneur. While the authorized person for registration of the shares transfer may also be the acquirer of a share, or the transferor of a share. In the process of registration for the resignation of the authorized person, the authorized person for registration can be the person who resigns. In the registration procedure, the registrar additionally reviews whether the application is submitted within the legally prescribed deadline, if the deadline is a condition for registration, then whether the registration of data or documents is contrary to a special law or contrary to the act of the competent authority rendered in accordance with law. The registrar shall make a decision about registration within five working days from the filing date, and if the application is submitted electronically on a non-working day, as the first day of the deadline shall be taken the first following business day. In the event that the registrar issues a decision rejecting the application for certain deficiencies and the new application is filled within prescribed deadline, the applicant pays only half the prescribed amount for the registration fee. The right to a reduced amount can be materialized once, which is a novelty. About the appeal on the registrar’s decision, decides the competent Minister, whose decision is passed to the registry that is obliged to deliver it to the party within eight days from the day of its receipt, which is also a novelty. The deadline for deleting data or documents for which the registrar subsequently determined that at the time of registration did not fulfill the statutory requirements is expended from 6 months to 12 months, counting from the day following the date of publication of data or document.
The amendments to the Law come as a consequence of the amendment to the Law on Business Companies. In this way, it is precisely defined the person authorized to submit the registration, i.e. acquirer and transferor of the share are authorized to submit application for registration. It was also necessary to remove the legal gaps and problems identified in the application of the Law, as well as achieve terminological alignment with the provisions of the Law on General Administrative Procedure.