Serbia's Beneficial Ownership Register: What a Foreign-Owned d.o.o. Has to File, and When
Every Serbian d.o.o. must record its beneficial owners — the natural persons who ultimately own 25% or more, or otherwise control it — in the Central Register kept by the Business Registers Agency (APR). It must be done within 30 days of incorporation or of any change, with supporting documents uploaded, and re-confirmed once a year. A company that misses it faces a fine of RSD 500,000 to 2,000,000.
Under a Cypriot holding, a German GmbH or a trust, this is the filing most likely to go wrong: the register asks for people, not for the entity on your share certificate.
Who counts as a beneficial owner in Serbia?
Under Article 3 of the Law on the Central Register of Beneficial Owners, applicable since 1 October 2025, a beneficial owner is a natural person who:
- directly or indirectly holds 25% or more of the shares or voting rights;
- directly or indirectly has a dominant influence over how the company is run and decisions are made;
- indirectly provides funding to the company and, on that basis, significantly influences decisions on financing and operations; or
- for trusts and similar arrangements (fiducie, Anstalt and the like), is the settlor, trustee, protector, identified beneficiary, or holds a dominant position in managing the trust.
If, after taking all reasonable steps, nobody meets these tests, the person registered to represent the company — in practice, the director — is recorded as the beneficial owner. That fallback is not a shortcut for a complicated structure.
The register covers companies (except public joint-stock companies), branches and representative offices of foreign companies, cooperatives, associations, foundations and institutions.
Worked example: a Serbian d.o.o. under two holding layers
A Belgrade software company is owned 100% by Adriatic Holdings Ltd (Cyprus). The Cypriot company is owned 60% by Maria, an individual, and 40% by Nordwerk GmbH (Germany). Nordwerk is owned 50/50 by Jan and Petra.
| Person | Route to the Serbian company | Effective indirect stake | 25% ownership test |
|---|---|---|---|
| Maria | 100% × 60% | 60% | yes |
| Jan | 100% × 40% × 50% | 20% | no |
| Petra | 100% × 40% × 50% | 20% | no |
Multiplying down the chain is the standard way to measure an indirect stake, and it gives one beneficial owner by ownership: Maria. But look at the second test before you file. If a shareholders’ agreement at the Cypriot level gives Jan a veto over the budget or the appointment of the Serbian director, Jan has a dominant influence and must be recorded too, despite holding only 20%.
What the company has to upload is the documents on the basis of which the beneficial owners were determined — for this structure, evidence of ownership at every layer (register extracts, shareholder registers, the shareholders’ agreement if it is the source of control) — plus a copy of the passport or foreign ID card of each foreign beneficial owner. The law does not list document types, so use current extracts.
Deadlines that apply to a foreign-owned company
| Event | Obligation | Deadline |
|---|---|---|
| Incorporation online via the APR e-registration | beneficial owners entered as part of the formation filing | at formation |
| Incorporation on paper, or any other first registration | record beneficial owners and upload documents | 30 days from registration |
| Change in ownership, voting rights or control, anywhere in the chain | update the record and upload new documents | 30 days from the change |
| Annual check | verify the data within one year of the last entry or confirmation, then confirm it | confirmation within a further 30 days |
| Request from a supervisory authority | make documents available | 3 business days |
The annual check is the one foreign groups miss. A company that last entered or confirmed its data on 20 November 2025 has to complete the check by 20 November 2026 and confirm within the following 30 days. Put the date in the same calendar as your annual financial statements.
Records and documents must be kept for ten years from the entry, or from the last change.
Who files, and the practical problem for a foreign director
The law gives the filing to the authorised person: the founder during online formation, and otherwise the person registered to represent the company. Entries and changes are made through the APR portal with a qualified electronic signature certificate, and APR’s technical instructions describe a certificate issued by a Serbian certification authority, a card reader and signing software.
If your only director lives abroad and has no Serbian qualified certificate, solve this before the first deadline, not on day 29. Depending on the case, that means a director who can obtain a Serbian qualified certificate, or a co-director based in Serbia; confirm with APR which route is open to you. We cover the wider remote set-up in how to open a Serbian company remotely.
What happens if you do not file
- Fines: RSD 500,000 to 2,000,000 for the company, and RSD 50,000 to 150,000 for the responsible person, for failing to register on time, recording inaccurate data, missing the annual confirmation or not keeping the documents.
- Public list: APR publishes, and updates every 48 hours, a list of entities that have not registered their beneficial owners. Entities on it are treated as high risk for anti-money-laundering purposes. For a foreign-owned company that usually shows up first at the bank.
- Bank discrepancy notes: banks and other AML-obliged entities must compare what they hold with the register. If it does not match, they add a public note to your record, and the company has 30 days to check and correct it.
- Criminal offence: failing to record, or recording false data, with intent to conceal the beneficial owner is punishable by six months to five years in prison.
FAQ
Does a branch of a foreign company have to register? Yes. Branches and representative offices of foreign companies are expressly covered. See branch vs subsidiary in Serbia for the rest of what a branch has to file.
A shareholder above Serbia changed, but the Serbian share register did not. Is that a change? Yes, if it changes who meets the ownership or control tests. The 30 days run from the change in the chain, not from any change at APR.
Is the register public? The law defines it as a public register and entries are published on APR’s portal. Personal identifiers such as passport numbers, and the supporting documents, can be inspected only by persons with a justified interest; authorities and AML-obliged entities such as banks have round-the-clock access.
How we help
When we form or take over the accounting of a foreign-owned company, we map the ownership chain, calculate indirect stakes, collect the supporting documents and diarise the annual confirmation so it is not left to memory. See company formation in Serbia and our accounting services in Serbia, or contact us.
Note: this article is general information based on the Law on the Central Register of Beneficial Owners as in force on the date shown. Beneficial ownership in trust and multi-layer structures often needs a legal opinion; confirm your specific case before filing.