Serbia’s new Central Records of Beneficial Owners Act (Zakon o centralnoj evidenciji stvarnih vlasnika, “Official Gazette of the Republic of Serbia”, nos. 19/2025, 51/2025 and 60/2025 correction) (“UBO Act“), which enters into force on 1 October 2025, brings about significant new obligations for entities operating in Serbia. Affected entities must comply with these requirements by 30 November 2025.
The new legislation imposes stricter requirements for identifying, documenting, and updating information on ultimate beneficial owners (“UBOs“), in alignment with the Action Plan for the Strategy for Combating Money Laundering and Terrorism Financing (2020-2024). The amendments also ensure compliance with Directive (EU) 2018/843 of the European Parliament and of the Council of 30 May 2018 amending Directive (EU) 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, and amending Directives 2009/138/EC and 2013/36/EU.
Below we elaborate on key changes.
Broader registration obligations
New UBO Act broadens the registration obligation. Specifically, as of 1 October 2025 (30 November 2025 for already registered entities), it will be no longer sufficient to register individual(s) as UBOs based solely on a single criterion. Instead, every individual who qualifies as a UBO under any of the statutory criteria must be registered as a UBO. Accordingly, if an individual directly or indirectly holds at least 25% of the shares, voting rights, or other rights in the registered entity, and there are also other individuals who exercise predominant influence over the registered entity, or who provide financing to the registered entity and influence its decision-making on that basis, or who hold certain functions in a trust that forms part of the ownership structure of the registered entity, all of them will now have to be registered as UBOs. Moreover, persons holding specific functions in foundations (udruženje) are now subject to UBO registration requirement.
Currently, according to the instructions from the Ministry of Finance and the Central Records of Beneficial Owners of the Serbian Business Registers Agency (“Central Records“), registered entities are required to identify and register a beneficial owner in the Central Records based on a single criterion only.
A significant novelty is that as of 1 October 2025 (30 November 2025 for already registered entities), the documentation that substantiates the beneficial ownership will also need to be uploaded to the Central Records. In contrast, registered entities are currently required to keep the supporting documentation on their files but are not required to upload it in the Central Records.
Timely updates to the Central Registry’s software will be essential to support these new requirements. With the law taking effect on 1 October 2025, both authorities and entities may face practical challenges in adapting to the changes, and it remains to be seen how smoothly the transition will proceed.
Extension of deadline for registering beneficial ownership
The deadline for the initial registration of UBO has been extended from 15 to 30 days from the registration of the relevant entity into the relevant registry. Along the same lines, the registered data will have to be updated within 30 days from the occurrence of the relevant change, and not within 15 days as if currently the case. This is a welcome change as the 15-day deadline has proven in practice to be too short and many companies have been subject to administrative fines for missing the unreasonably short deadline.
Ongoing Data Verification
Registered entities must review the accuracy of all registered data pertaining to beneficial owners every twelve months from the date of the last registration. Within 30 days of this review, entities are required to either confirm the accuracy of the registered data or update their registered data and supporting documentation via the Agency for Business Registers’ online portal.
Wider personal scope of application
In addition to the legal entities covered by previous act, UBO Act also applies to trusts and legal relationships similar to trusts in the following circumstances: (i) where the trust or similar legal relationship is managed from the territory of the Republic of Serbia; or (ii) where the management is not located in the Republic of Serbia, but the trustee or a person comparable to a trustee, acting on behalf of the trust or similar legal relationship, enters into a business, professional, or commercial relationship, or conducts transactions, including cash transactions, with legal or natural persons within the territory of the Republic of Serbia.
Obligation of certain regulated entities to scrutinize their clients’ registered data
Under the Anti-money Laundering and Terrorism Financing Act (Zakon o sprečavanju pranja novca i finansiranja terorizma, “Official Gazette of the Republic of Serbia”, nos 113/2017, 91/2019, 153/2020, 92/2023, 94/2024 and 19/2025) (“Anti-money Laundering Act“), financial institutions, investment companies, accountants, postal operators, real estate brokers, tax advisors and certain other regulated entities are obliged to identify their client’s UBO by reviewing the data registered in the Central Records and comparing against data obtained through its KYC procedure.
If the obliged entity finds that the beneficial ownership data it has collected through customer due diligence differs from the data in the Central Records, or is missing from the Central Records, it must immediately notify the client of its finding, publish in the Central Records a note on the discrepancy and upload the documents supporting the finding of discrepancy. This note becomes visible in the Central Records.
The registered entity has 30 days to verify and, if necessary, update its UBO recorded data and documents. If the data is not reconciled within the mentioned 30 days, the obliged entity that had noted the discrepancy must notify its supervisory authority (for example, the National Bank of Serbia in case of banks) thereof, and the supervisory authority will carry out an inspection within further three days. If the supervisory authority finds that the registered entity does not have accurate, sufficient and up-to-date UBO records, it may initiate proceedings against such entity which may result in fines.
The note about the discrepancy is removed from the Central Records once the UBO data is reconciled or the authority confirms there are no irregularities. Until a software upgrade is implemented, as an interim solution, the supervisory authority will publish on its website a list of entities with reported discrepancies. Once the discrepancy is fixed, the relevant entity will be removed from the list.
“Grey List”
The Agency for Business Registers will be publishing a “grey list”, which will include entities that have failed to register their beneficial ownership information within the prescribed deadlines or upload the supporting documents within 60 days from the start of application of the UBO Act. The entities that end up on the grey list will be considered high risk for the purposes of the Anti-money Laundering Act. This measure is intended to promote compliance through public accountability.
Conclusion
The recent changes to Serbia’s UBO Act impose significant new obligations on registered entities, which will have to be complied with by 30 November 2025. Companies and other entities subject to the new UBO Act should review the new requirements and already start preparing for compliance with the new obligations.
