Disclosure Requirements – Serbia


Disclosure Category: 2


In order to comply with the local legislation, clients entering into transactions in the Serbian market must consent and are hereby deemed to consent to disclosure. Such consent includes the appointment of the requestor (for example, the issuer or its agent) as attorney-in-fact of such clients, under power of attorney, to collect from Clearstream Banking such information as is required to be disclosed. Clients not willing to give this consent cannot hold such securities and/or financial instruments in their account with Clearstream Banking.

Disclosure requirements

In the case of holdings in Serbian securities, Clearstream Banking can be under an obligation, to disclose, or being asked to disclose, the identity of beneficial owners holding such securities.

Details to be provided may vary and Clearstream Banking will, where relevant, contact its clients to collect the requested information.

Clients who are either unable or not permitted to disclose beneficial owner information or any other requested information must not hold Serbian securities in Clearstream Banking.

Clearstream Banking shall not be liable for any penalty or loss faced as a result of non-disclosure by a client and any loss or penalty will be automatically and immediately passed on to the non-compliant client.

Background and legal basis 

Capital Market Law and Law on Banks

Obligation to report threshold crossings

The legal provisions for disclosure requirements are the same for both resident and non-resident investors. According to the Capital Market Law, all shareholders who cross the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% of a company's common voting shares must report this limit crossing within four trading days upon the investor becomes aware of the trade to the issuer, the Securities Commission, regulated market or MTF, depending on which platform the respective shares are traded.

As addition to the above requirement, the Law on Banks states that before reaching the limits of 5%, 20%, 33% and 50% of a local bank’s voting rights (applies to open joint stock banks), the investor is obliged to apply for approval of the acquisition by the National Bank of Serbia (NBS).


According to the Law on Foreign Exchange, non-residents are not allowed to invest in short-term securities (with a maturity period of less than or equal to one year, as counted from the issue date). Moreover, foreign investors are required to obtain government approval before investing in the military and armament industry.

It remains the sole responsibility of the client to ensure compliance with local requirements. If a local requirement is not met, it is the client who will be liable to any related penalty. Clients are therefore advised to seek independent legal advice on the existence and interpretation of local requirements.