Towards the end of 2021, the Law on Amendments to the Law on Registration Procedure at the Business Registers Agency (“Law”) was adopted.
The Law was published in the Official Gazette of the Republic of Serbia no. 105 of 8 November 2021 and entered into force on 16 November 2021. However, the application of certain articles of the Law has been postponed for a period of 12 to 18 months from the date of entry into force of the Law itself.
Thus, the provisions of Article 4, related to submitting a registration for the establishment of a company to the Business Registers Agency (“BRA”) exclusively in electronic form, shall be applied within 18 months from the day this Law entered into force, while the application of Article 5, related to the verification of a digitalized act by an attorney, shall begin within a somewhat shorter period, i.e. within one year from the date of entry into force of the Law.
The application of Article 12, which regulates the delivery to a single electronic mailbox for users of electronic government services, will begin after the expiration of 18 months from the date of entry into force of the Law.
Member of the company as a person authorized to submit a registration application
Situations in which the legal representative of a company is dismissed are frequent, and most often such a decision is accompanied by the decision to appoint a new legal representative. However, the Law now regulates situations in which, after the current one is resolved, there is no appointment of a new person authorized to represent the company, who is, among other things, responsible for submitting registration applications before the BRA.
The law regulates this situation in a way that gives members of the company the opportunity to submit a registration application for dismissal of a person authorized for representation in the situations in which a new person authorized to represent has not been appointed.
Obtaining data and documents ex officio
Although in the previous period the possibility of obtaining data on official records was left as an option when addressing the BRA, now the Law unequivocally prescribes that all data on official BRA records are obtained ex officio through the service hub or in an otherwise accepted method.
Of course, despite this regulation of the BRA activities, applicants can previously obtain documents containing the data on which official records are kept and submit them to the BRA. In this way, the applicants can shorten the decision-making procedure for the submitted application, because in the situation of obtaining documents ex officio from the BRA, the deadline for decision-making begins to run from the day of obtaining them.
Establishment of a company
Another important change brought by the Law is reflected in the fact that, once the implementation of Article 4 of the Law begins, the registration application for the establishment of a company will be submitted exclusively in electronic form. The application of Article 4 of the Law begins on 17 May 2023, and until then it is possible to submit the registration application for the establishment of a company in either paper or electronic form.
With the adoption of the Law, the BRA continues to actively participate in the development of digitalization, thus modernizing its operations, with the main goal to expediate the functioning of the legal system and reduce paper usage, which should result in saving resources, at the same time contributing to environmental protection.
Verification of a digitalized act by an attorney
According to the Law, attorneys registered at the Serbian Bar Association are left with the possibility to digitalize an act, i.e. a document and confirm that it is identical to the original, if at the same time they sign with their qualified electronic signature the application alongside which the act is being submitted.
This is important precisely because in situations of submitting a document that was originally prepared in paper form, there is now a possibility for it to be verified by means of a qualified electronic signature of an attorney.
The possibility that is left at the disposal of attorneys also imposes the obligation for them to keep the original act, i.e. the digitalized document submitted to the BRA.
Concluding remarks
Having in mind the provisions introduced by the Law into our legal system, it is clear that this Law and its full implementation will enable the next step, further facilitating the improvement and acceleration of the BRA system digitalization, even though it is already one of the most developed systems in Serbia. In this way, the current procedures, such as the establishment of companies, including the collection and submission of original documentation at the counters of the BRA, will be replaced by the establishment in electronic form, which will expediate the functioning of the legal system.
We can assume that these amendments to the Law will also open the door to the regulation of other procedures that legal entities will be able to perform in electronic form before the BRA, thus leaving the counters-based system entirely in the past.
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