Amendments to the Law on Registration Procedure at the Business Registers Agency (“Law“) were published in the Official Gazette no. 105/2021 from 8 November 2021.

Although the amendments to the Law entered into force on the eighth day from the date of their publication in the Official Gazette, i.e. on 16 November 2021, certain provisions of the Law entered into force on 17 November 2022, i.e. on 17 May 2023.

One of the provisions of the Law that shall be applied starting from May this year concerns the amendment of Article 9 of the Law and practically means that after 17 May 2023, there shall be no possibility to submit to the Business Registers Agency the registration application in paper form, either directly or via post for the purpose of incorporation of a limited liability company, a joint stock company, limited partnership and partnership.

However, for the time being, other types of registration applications (such as for changes to registered data) can be submitted to the Business Registers Agency same as before – in paper form, directly or via post.

1. Applicant of the electronic registration application

The applicant of the electronic registration application for incorporation of business entities needs to possess qualified electronic certificate issued by the certification body of the Republic of Serbia. This does not mean that applicants of electronic registration applications can only be domestic persons – citizens of the Republic of Serbia, but the applicants can also be foreigners, since a foreigner can obtain qualified electronic certificate under the same conditions as citizens of the Republic of Serbia.

Qualified electronic certificates are issued by certification bodies of the Republic of Serbia, and currently five of these bodies are registered in the Republic of Serbia – certification body within the Post Office, the Serbian Chamber of Commerce and the Ministry of Interior Affairs, as well as Halcom and E-Smart Systems.

2. Form of documents submitted along with an electronic registration application

All documents which are submitted along with an electronic registration application need to be in electronic form, i.e. the documents need to be made in electronic form and signed with an electronic signature or seal of document issuer, in accordance with the regulation governing electronic signatures and electronic documents. For example, the founding act is signed by founders electronically, the confirmation from a bank needs to be signed electronically by an authorized person of the bank, etc.

The Business Registers Agency does not provide any further explanation within its instructions regarding the exact type of electronic signature in question, i.e. whether the above mentioned condition is met if a person signs the document with an advanced form of electronic signature, e.g. using DocuSign or it is necessary that the person signing respective document (including a founder) does so by using qualified electronic certificate.

Furthermore, if documents submitted along with an electronic registration application were not originally prepared in electronic form but rather in paper form, it is necessary to digitize the documents, i.e. convert such documents into electronic form, before submitting them to the Business Registers Agency.

Having in mind that by digitizing a document, i.e. by converting into electronic form, is created a simple copy of a document, it shall be necessary for digitized document to be “verified” by one of the following persons:

• A person who issued a document – this practically means that, for example, an authorized bank employee who signed the bank’s paper confirmation regarding payment of monetary contribution, verifies it with his/her electronic signature, pursuant to the instructions from the official platform of the Business Registers Agency;
• A person who is authorized by law to certify a document – i.e. notary public who is authorized to digitize and verify every document originally created in paper form;
• A lawyer registered in the Bar Association of Serbia – there is no restriction regarding the type of document that a lawyer can digitize and “verify” for these purposes with his/her electronic signature or a qualified electronic seal, but it is very important to emphasize that when a certain document is digitized and “verified” by a lawyer, that same lawyer needs to sign a registration application for incorporation submitted electronically.

3. Obtaining a written counterpart of the Registrar’s decision

In accordance with the new method of submitting an application for incorporation of a business entity electronically, the method of obtaining a written counterpart of Registrar’s decision is changed as well.

Namely, in accordance with the provisions of the amended Article 24 of the Law, delivery of a counterpart of Registrar’s decision is made upon the request of applicant for information purposes, and if an application is submitted electronically, the counterparty of Registrar’s decision is delivered in electronic form to the address for e-mail receipt, indicated in registration application.

If a registration application for incorporation has been submitted electronically by a lawyer, the counterparty of a Registrar’s decision is sent to a lawyer in electronic form to the address indicated in registration application.

As announced by the Business Registers Agency, the novelty related to the incorporation of certain forms of business entities electronically was introduced in accordance with the concept of e-Uprava and digitization of business operations of the entire economy, thus this feature creates conditions for reducing costs and time for processing requests by the Business Registers Agency, which furthermore contributes to greater efficiency.

In addition, the option of submitting the registration application regarding changes to company data electronically shall be introduced in the foreseeable future, when necessary technical prerequisites are met, however, firstly we should prepare for first wave of digitization that already awaits us in May.

This article is to be considered as exclusively informative, with no intention to provide legal advice. If you should need additional information, please contact us directly.