According to the provisions of the Companies Act, depending on the type of registration entity, the Register of Business Entities kept by the Serbian Business Registers Agency of the Republic of Serbia records, i.e. registers data on the following persons:
- members and founders of the registration entity
- cooperative member
- the director, i.e. members of the board of directors or the executive board
- the chairperson and members of the supervisory board
- the chairperson and members of the management board.
According to provisions of the Article 9a of the Companies Act (“Off. Herald of RS”, Nos. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021) data on persons who are under the obligation of registration under the Companies Act and which are registered in accordance with the Registration Act are:
- For a national natural person – personal name, gender and unique identification number of citizens;
- For a foreigner – personal name, gender, passport number and country of issue, i.e. registration number for a foreigner, i.e. foreigner’s identity card number and country of issue;
- For a national legal person – business name, address of the seat and registration number;
- For a foreign legal person – business name, address of the seat, number under which that legal person is kept in the foreign registry and the country in which that person is registered.
According to the provisions of Article 6 paragraph 5 of the Rulebook on the Content of the Register of Business Entities and the Documentation Required for Registration (“Official Gazette of the RS”, no. 63/2023), the data on a foreign legal entity that are registered are the business name, registered office address, the number under which that legal entity is entered in the parent register, and the state in which that entity is registered, which are evidenced by an extract from the competent register with a translation into the Serbian language made by an authorized court interpreter.
Under the provisions of Article 6, paragraph 2 of the Law on the Registration Procedure with the Serbian Business Registers Agency (“Official Gazette of the RS”, nos. 99/2011, 83/2014, 31/2019 and 105/2021), the prescribed documents are submitted together with the application in original, certified copy or certified photocopy, unless otherwise provided.
In accordance with the aforementioned provisions of Article 6 paragraph 5 of the Rulebook on the Content of the Register of Business Entities and the Documentation Required for Registration (“Official Gazette of the RS”, no. 63/2023), and Article 6 paragraph 2 of the Law on the Registration Procedure with the Serbian Business Registers Agency (“Official Gazette of the RS”, nos. 99/2011, 83/2014, 31/2019 and 105/2021), in the procedure of registration of data on a member of the company that is a foreign legal entity in the Register of Business Entities kept by the Serbian Business Registers Agency, it is necessary, along with the corresponding application, to submit an extract from the competent foreign register, with a translation into the Serbian language made by an authorized court interpreter, as proof of the identity of the foreign legal entity, in original, certified copy or certified photocopy, unless otherwise provided.
If the extract from the competent foreign register is submitted as a document originally issued in printed (“paper”) form, it must be submitted in original or certified copy, with a translation by an authorised court interpreter/translator.
As an exception, the original of the extract from the foreign register must be furnished with an Apostille certificate in accordance with the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (“Official Gazette of the FNRY – International Treaties and Other Agreements”, No. 10/62), which applies to public documents drawn up in the territory of one Contracting State and which are to be used in the territory of another Contracting State, unless there is a confirmed bilateral treaty between the Republic of Serbia and the state from which the extract originates on the exemption of public documents from legalisation. Article 3 paragraph 1 of the same Convention provides that the only formality that may be required for certifying the authenticity of the signature, the capacity in which the person signing the document has acted, and, where appropriate, the identity of the seal or stamp which the document bears, is the affixing of the certificate (Apostille) issued by the competent authority of the state from which the document originates.
Extract from the register in the form of an electronic document
According to the provisions of the Article 2. paragraph 1 point 4) of the Law on Electronic Document, Electronic Document, Electronic Identification and Trust Services in Electronic Business (“Off. Herald of the RS”, Nos. 94/2017 and 52/2021) electronic format of data shall be a digital recording of data suitable for electronic processing and transmission by electronic communications means.
According to the provisions of the Article 40. of the Law on Electronic Document, Electronic Document, Electronic Identification and Trust Services in Electronic Business (“Off. Herald of the RS”, Nos. 94/2017 and 52/2021) provision of qualified trust service provided by a foreign trust service provider shall be governed by reciprocity in relation to the provision of the same service by the domestic trust service provider in the country where the foreign service provider is from, as regulated by a ratified international treaty.
A printed copy of an electronic document shall be equally admissible as evidence as the original act, providing that the following requirements are met cumulatively perscribe by hte provisions of Article 12. of the Law on Electronic Document, Electronic Document, Electronic Identification and Trust Services in Electronic Business (“Off. Herald of the RS”, Nos. 94/2017 and 52/2021). According to the provisions of the Article 12 paragraph 2
Law on Electronic Document, Electronic Document, Electronic Identification and Trust Services in Electronic Business (“Off. Herald of the RS”, Nos. 94/2017 and 52/2021) the authorized person of a public government authority can, in the procedures conducted in exercising of public powers, print the electronic document on paper and certify the printed copy of the electronic document in the manner that by means of the handwritten signature of the authorized person of a natural person in capacity of a registered entity, i.e. of authorized person of a legal person, as well as by means of the seal of a natural person acting in the capacity of a registered entity, i.e. seal of a legal person, where there is the statutory obligation for the act to contain a seal provided that the printed copy of the electronic document must include a seal specified by a law that governs a seal of state and other authorities.
Due to the provision of Article 40 of the Law on Electronic Document, Electronic Identification and Trust Services in Electronic Business (“Official Gazette of the RS”, nos. 94/2017 and 52/2021), which requires reciprocity, domestic notaries public may not certify the authenticity of printed foreign electronic documents in accordance with Article 12 of the Law on Electronic Document, Electronic Identification and Trust Services in Electronic Business (“Official Gazette of the RS”, nos. 94/2017 and 52/2021), because the Republic of Serbia has not concluded any international agreement on mutual recognition of qualified trust services.
From the foregoing, it follows that the Registrar of the Serbian Business Registers Agency may accept a printed foreign electronic document in the procedure of submitting a paper application only if the authenticity of the printed copy in relation to the electronic original has been certified by a competent authority of that state authorised for authentication (certification of copies, signatures, etc.). The clause confirming the authenticity of the printed electronic document by a competent foreign authority must be furnished with an apostille if Serbia does not have a confirmed bilateral agreement exempting public documents from legalisation.
The clause confirming authenticity must, in any case, be translated into Serbian by an authorized person.
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