A Bill on Amendments and Supplements of Law on the Procedure of Registration with the Serbian Business Registers Agency

On 25th of April, 2019 National Assembly of the Republic of Serbia adopted a Bill on Amendments and Supplements of Law on the Procedure of Registration with the Serbian Business Registers Agency (“Bill”)

Reasons behind the adoption of this amendments and supplements of the law that regulates procedural rules and terms before Business Registers Agency in part is due to needing of harmonization with the previous legal conditions for the functioning of the electronic system of the register that responds to electronic applications of the person authorized for submission of the applications. Besides such this law arranges and removes legal gaps and issues that ensued in the practice.

At first, lawmaker defines the concept of the annotation in the procedure before Business Registers Agency,  in the manner that it specifies that annotation includes facts relevant to the legal transaction, but which need to be connected with data and documents that are subject of registration. In that part, lawmaker prescribes an obligation of the registering authority to materially reject the application if determines that facts and documents are not relevant to the legal transaction or if such are not in connection with the data and documents that are subject of the registration.

Furthermore, adopted Bill is duly harmonized with the Law on General Administrative Procedure and therefore it eliminates any confusions that existed before. Thus, with the replacement of the term “appropriate” with the term “subsidiary” application of the Law on General Administrative Procedure, hierarchy of laws is clearly established, with the corollary that only in situation when Law on the Procedure of Registration with the Serbian Business Registers Agency does not regulate respective rule to solve the legal issue, it shall be reported to the application of Law on General Administrative Procedure. This is applicable foremost in the event regarding the commencement of the registration procedure ex officio as well as in connection with decisioning in such procedure and in the event of decisioning by the first and second instance authority upon extraordinary legal remedies. Also, it is really important to note that these amendments regulate the practical issue of what is deemed as a right to use legal remedies prescribed by Law on General Administrative Procedure, which is clearly determined that authorized personnel has the right to use the extraordinary legal remedy in accordance with such law.

Moreover, adopted Bill specifically defines persons authorized for submission of the application, which encompass representatives of legal persons, natural persons  which register or it registered as an entrepreneur, a founding member in the procedure of foundation of the company as well as persons specifically authorized by the law for data registration

Besides defining present registration conditions more comprehensively, lawmaker prescribes new conditions as well. So, documents purported to be the basis for registration in accordance with the adopted Bill must be executed in the form and with content that respective law requires. Reason for the regulation of this provision concerns the prevention of delivery of these documents that are substantively or procedurally insufficient and defective. Further, facts stated in the application must accord with the facts stated in the documents attached with the application and with the facts registered in the competent register, which disenables inscription of data that does not correspond to the state of affairs in the public registers. Besides such, additional conditions are prescribed such as whether the application is submitted with a determined deadline or whether registration was carried in accordance with the specific law or act of the competent authority.

An important addition to the law is provision prescribing that decision on the appeal issued by the Minister shall be delivered to the registering authority and proceeded then to the affected party within 8 business days as of the day of the receipt. This prevents negative trend by which decisions were omitted to be delivered to the parties which obstructed their right to sue under the administrative dispute regulations.

One of the novelties is also the provision prescribing that when second instance authority final act voids or revokes decision of the competent register authority on registration of the company foundation or entrepreneur or alteration of the data and documents, where application is not arranged in the repeated procedure, competent register authority is obliged to ex officio  register annotation on final administrative act and commence the procedure of compulsory liquidation of the company or reinstate the previous state of affairs. In the case of declaring final decision null and void, it shall take effect prospectively.

In addition to what is said, lawmaker alters deadline limits, and so it prescribes that register authority shall decide on the application within 5 business days as of the day of receipt, and when an electronic application has been sent during the non-business days it is deemed to be sent on the first next business day. Also, the deadline for rectification of the obvious mistake lasts for 5 business days as of the day of cognition of mistake, and the deadline for decisioning on appeal by register authority is limited to 5 business days as of the day of the receipt of an appeal. Moreover, erasure of registered data or document and repeal of the decision shall be performed in the period of 12 months as of the next day after the day of publication of such registered data or document. Excerpt on registered data is to be issued within 5 business days from the day of the receipt of the request, data and documents are published within 5 business days as of the day of the receipt of the request, issuance of excerpt, copies, and confirmations within 2 business days, and decisioning on application regarding reservation of the business name is to be performed within 5 business days as of the day of request.