Critical analysis of the rules on shareholder identification in Serbian companies Act

Abstract

This paper contains an in-depth analysis of provisions in the Serbian Companies Act that regulate the right of listed companies to identify their shareholders and final shareholders. These rules were adopted in 2021 with the aim to harmonize Serbian law with the law of the European Union, i.e., the Revised Shareholder Rights Directive 2007/36/EC (SRD II). The first part of the paper explains the problem of identifying shareholders of listed companies and analyzes the reasons for regulating this issue at the EU level and in Serbia. The central part of the paper deals with the right of a listed company to know its shareholders, the corresponding obligations of intermediaries and the position of shareholders in that respect. A detailed analysis of these issues leads to a conclusion that the Serbian lawmaker has in certain aspects departed from the SRD II, which resulted in distortion of the whole concept of shareholder identification and incoherence of the current system of rules on listed companies. For this reason, in the last part of the paper the author gives specific proposals for improvement of existing rules in this field.