How can data on registered rights of pledge be accessed?
Any interested party can access data contained in the Pledge Register, through the Agency’s website, or at the Agency’s offices, during its business hours.
Detailed instructions on how to search the data contained in the Register can be found in the section “Data Search Instructions”.
The amount of fees of the Pledge Register?
The fees of the Pledge Register are prescribed by the Decision on Fees for Registration and Other Services Provided by the Serbian Business Registers Agency, which is posted on the Agency’s website, Pleadge Register, in the section “Laws and By-laws”.
Detailed information about the types, amount and method of payment are available in the section “Fees”.
Who pays for the registration costs?
The applicant, or other interested legal or natural entity, pays for the costs of registration in the Pledge Register, in accordance with the Decision on Fees for Registration and Other Services Provided by the Serbian Business Registers Agency.
The representative of the company, the proxy by employment and the procurator cannot act as the other contracting party or enter into contracts with the company on their own behalf and for their own account, on their own behalf and for the account of another person, or on behalf of and for the account of another person, without special authorization.
Such authorization shall be given by the decision of the partners, the general partner, or the the general meeting, unless specified otherwise in the Memorandum of Association or the Articles of Association.
Such limitation shall not apply to the legal representative who is at the same time the sole member of the company.
Where can the application forms for registration of a right of pledge be obtained?
Application forms for registration of a right of pledge (amendments and/or supplements to the data on a right of pledge, annotations, strike-offs, as well as excerpts/certificates) are available on the website of the Serbian Business Registers Agency.
Detailed instructions on how registration applications are submitted are available in the section “Instructions”.
What is a pledge?
A pledge is a means of securing own or another’s debt with movable assets or rights, without transfer of possession, with registration in the Pledge Register.
How does the right of pledge arise?
The right of pledge arises by conclusion of an agreement (contractual right of pledge), in the enforcement proceedings – by agreement before the court, by forced execution of an executive or authentic document, or by pronouncing a provisional measure (judicial right of pledge) and in the tax procedure before commencement of forced collection, or during forced collection of tax arrears (statutory right of pledge).
Contents and form of the pledge agreement?
The agreement must be concluded in the written form and contain the material elements prescribed by the Law (date of conclusion, name and surname or company name, place of permanent or temporary residence, or registered office of the pledge creditor, pledger and debtor, object of pledge and data on the claim secured by the pledge).
Who is the Pledge creditor?
The pledge creditor is the person who has right of pledge over a movable asset or right which is the object of pledge.
Who is the Pledger?
The Pledger is the person who has right of ownership over a movable asset, or the capacity of holder of a right of which s/he may dispose freely.
Who is the authorized party referred to in Art. 16(1) of the Law?
One or more pledge creditors may authorize a third party or one of the pledge creditors to take legal action to protect and settle the claim secured by a pledge. In such cases, the authorized person is registered in lieu of the pledge creditors, as the person who has pledge creditor’s rights in relation to the pledger.
The authorized person must have a special power of attorney for waiving a right of pledge.
Who is an interested party?
An interested party is a party with legal interest (other than the pledger and the pledge creditor) to have an annotation entered in the Pledge Register of the existence of a dispute pertaining to the pledged movable assets or other relations of the parties in connection with the pledge, or to have data deleted from the Register.
The amount up to which the principal claim is secured?
This is an amount expressed in domestic or foreign currency up to which the claim is secured (principal claim).
Maximum amount of secured claim?
This is an amount expressed in domestic or foreign currency, which comprises the principal debt, interest and costs of debt collection. This is a compulsory element in registration of the right of pledge.
Debt maturity date?
The day by which the debtor is obliged to settle his/her debt.
What is the object of pledge?
It is a movable asset or right.
Since when has the Pledge Register been kept?
The Serbian Business Registers Agency has kept the Register of Pledge on Movable Property and Rights (the Pledge Register) since 15 August 2005.
Why is it important to register the pledge in the Pledge Register?
The order of priority in which the pledge creditors’ claims will be settled from the value of the pledged asset is determined by the time (day, hour and minute) of the receipt of applications for registration of a right of pledge by the Agency.
Once a pledge right is registered, nobody can claim ignorance of the data contained in the Register.
How is right of pledge acquired?
Right of pledge is acquired by registration in the Pledge Register, unless otherwise stipulated by another law.
When can the pledge right be acquired?
The contractual, judicial and statutory pledge right is acquired with registration in the Pledge Register.
Does registration of the pledge constitute proof of the right of ownership of the object of pledge?
Registration of the right of pledge in the Pledge Register does not constitute proof of ownership or other rights of the pledger over the pledged movable assets, or that the secured claim or pledge is valid.
Can third parties plead ignorance of the existence of the right of pledge?
It is assumed that the existence of right of pledge is known to third parties on the grounds of its registration in the Pledge Register. Nobody may plead ignorance of the data from the Pledge Register.
Excerpt from the Register?
An excerpt from the Register is a public document containing all registered information on a particular pledge right (excerpt by the submission number - “Zl. broj”). Such an excerpt has the power of an executive document.
What is a certificate from the Register?
The certificate is a public document confirming that a certain movable property is registered as the object of the pledge, or that a certain person is registered as the pledger, stating the basic data on the registered pledge right or confirming that a certain movable property is not registered as the object of the pledge, or that a certain person is not registered as the pledger.
The certificate is also issued when it is necessary to confirm that data or a document was registered, or that the Register contains a specific document.
Does the excerpt from the Pledge Register have the status of an executive document?
Yes, Article 13 of the Law on Enforcement and Security Interest prescribes that the excerpt from the Pledge Register has the status of an executive document.
An excerpt from the Pledge Register of a registered annotation of the settlement is an executive document on the basis of which the secured creditor may request that the court order the transfer of the possession of the pledged asset to the creditor in case of an out-of-court settlement, or request that the court order that the pledged asset be sold pursuant to the law governing the procedure of enforcement and security.
What happens when the excerpt from the Register contains no records on the maturity date?
When the maturity date cannot be established on the basis of an excerpt from the Register, and the pledgee wants his claim settled, he is required to submit written evidence within the enforcement procedure, along with the excerpt and pledge agreement, corroborating that he has requested the enforcement debtor to settle his debt within a subsequently set deadline.
How is the procedure of registration in the Register initiated?
The procedure of registration of a right of pledge in the Register is initiated by filing a registration application.
The application is submitted on the prescribed form, which is available on the website of the Agency, the Pledge Register, in the section “Forms”.
Who submits the registration application for registration of a judicial pledge right?
The provisions of Article 227 of the Law on Enforcement and Security Interest prescribe the obligation of the enforcement creditor to register a right of pledge, given that it is established in his interest.
What is the deadline for submitting a registration application?
The applicant shall submit a registration application to the Agency within a period of 15 days from the issue date of the data or document that are subject to registration, i.e. of the change of registered data or document, unless another deadline is prescribed by law. If an application is submitted upon expiry of the deadline prescribed by law, a registration fee shall be increased by the amount prescribed by the Decision on Fees for Registration and Other Services Provided by the Serbian Business Registers Agency.
How long does it take to make a decision on the registration application?
The deadline for deciding on the registration application is five workdays. The decision of the Registrar shall be published on the Agency’s website concurrently with its adoption.
What are the consequences of failing to decide on the registration application within a deadline?
If a decision on the application is not made within five workdays of its receipt, it is considered that the application has been adopted on which a decision is made, and the requested registration is carried out in the Pledge Register, except in case of lack of jurisdiction, when the registration of the data or the document, which is not the subject of registration or is already registered, is requested.
What decisions does the Registrar make in the registration process?
If the conditions for registration have been met, the Registrar shall issue a decision adopting the application.
If the conditions for registration have not been met, the registration application shall be rejected by a decision.
Is the Registrar’s decision delivered to the applicant?
Delivery of a written copy of the Registrar’s decision shall be made at the applicant’s explicit request. Otherwise, the applicant will be able to get acquainted with the decision on the application through the Agency’s website.
On what grounds could the application be rejected and how can it be subsequently rectified?
The terms and conditions of registration are set forth in Art. 14 of the Law on the Procedure of Registration with the Serbian Business Registers Agency, while the contents of the register and documents required for registration are prescribed in the Rulebook on the Content of the Register of Pledges on Movable Property and Rights and Documentation Required for Registration.
The Registrar will reject an application, stating which of the statutory conditions for registration were not met, if s/he establishes that the application was filed by an unauthorized person; that the application was not signed as prescribed by the Law; that it is missing data and facts required for registration; that the prescribed supporting documents, the form and content of which is prescribed by the Law, were not submitted with the application; that the facts contained in the application do not match the facts in the supporting documents, and the data registered in this Register, or other competent public Register and/or that no proof of payment of the prescribed fee to SBRA’s account was submitted. If the applicant submits a new application within 30 days from the date of publication of the Registrar’s decision rejecting the previous application, and provides to remove the identified shortcomings, the applicant will be charged only half of the prescribed fee. In the new application, the applicant must state the number of the decision rejecting the previous application.
Can an appeal be filed, while at the same time invoking the decision-making priority right based on the previously submitted rejected application?
If the applicant appeals the decision rejecting the registration application, which determins the conditions for registration that have not been met, and at the same time eliminates the deficiencies identified by the decision, it shall be considered that the actions undertaken to eliminate the identified deficiences have not been undertaken, meaning that the appeal proceeding shall continue.
Who can file an appeal, within which deadline and to whom is the appeal filed?
The provision of Article 25, paragraph 1 of the Law on Procedure of Registration with the Serbian Business Registers Agency prescribes that the applicant may appeal the decision of the Registrar to the Minister competent for deciding upon appeals, through the Agency, within 30 days from the date of publication of the decision.
The Law on Pledge of Movable Assets Registered in the Pledge Register in Article 5 prescribes that the registration of a pledge right in the Pledge Register may be requested by the creditor or the pledger, and if the registration is requested by the creditor, an explicit statement by the pledger is required by which he agrees that the creditor may register the pledge right in the Pledge Register.
The scope of the Law on Procedure of Registration with the Serbian Business Registers Agency is regulating the procedure of registration, recording and publishing of data and documents that, in accordance with the special law, are the subject of registration, recording and publication in the registers and records kept by the Serbian Business Registers Agency, as well as other issues of relevance for registration, recording and publication. In cases where issues relating to registration and recording procedure are not specifically regulated by the Law on Procedure of Registration with the Serbian Business Registers Agency, in accordance with Article 4 of the same law, the General Administrative Procedure Act shall apply accordingly.
What is the legal basis for registering or striking data off the Register?
The legal grounds for registration shall be the documentation attached to the registration application and on the basis of which the registration or strike-off of data from the Register is performed (contract, court agreement, court decision, inventory and appraisal record, etc.). The Rulebook on the Content of the Register of Pledges on Movable Property and Rights and Documents Required for Registration prescribes individual documents required for a particular type of pledge (contractual, judicial and statutory pledge).
What is the legal basis for registering the amendment of the registered pledge right?
An annex to the pledge agreemment, for example, constitutes the legal grounds for registration of data on amendments and supplements to the already registered pledge agreement. Each amendment and supplement has the character of a new entry in the Register. Besides an annex to the agreement, the note in the continuation of the record on data inventory from the subsequent enforcement order for the collection of other claim of the same or some other enforcement creditor, also constitutes the legal basis for registering the amendment of and/or a supplement to the registered pledge right.
The decision of the competent state authority amending the decision that was the basis for registration, or some other appropriate document from which it can be established that the amendment of registered data has been made, also constitutes the legal basis for registering the amendment of and/or supplement to the registered pledge right.
What is the legal basis for strike-off of pledge rights from the Register when the pledged asset is sold at an out-of-court public auction and the proceeds from the auction are insufficient to settle the claims of the second-priority pledge creditor, and other later-in-time creditors, in other words is it sufficient to submit a Sale Contract or is it also necessary to submit a consent for the strike-off of lower-ranking pledge creditors?
Article 53, paragraph 1 of the Law on Pledges of Registered Movable Assets (Official Gazette of the RS, Nos. 57/03, 61/05, 64/06 - ispr., 99/11 - dr. zakoni i 31/19) stipulates that a right of pledge ceases on the grounds of public sale and other method of sale of the pledged assets, concluded for the purpose of settling the pledge creditor’s claim, while paragraph 3 of the same Article prescribes that in the event of out-of-court auction the pledge creditor is required to issue a document on the grounds of which the pledger may request the strike-off of the right of pledge. The purchaser who acquired the pledged asset at an out-of-court sale also has the right to request the pledge creditor to issue such a document, pursuant to Article 53, paragraph 4 of the same Law. The statement of the pledge creditor who settled his claim in the out-of-court sale procedure is not a valid legal basis for the strike-off of the pledge rights of other creditors on the same object of pledge.
Is the pledger’s consent required for registration of the pledge?
The pledger’s consent to registration of the right of pledge in the Pledge Register is required only for the pledge arising from an agreement. If the pledger is a natural person, and the application for registration in the Pledge Register is filed by the pledge creditor, the pledger’s statement to the effect that s/he consents to the registration of the right of pledge in the Pledge Register by the pledge creditor must be certified by the authority responsible for the certification of signatures.
When is the Tax Administration obliged to file the registration application for the strike-off?
Following the settlement of tax debt by forced collection, the Tax Administration is obliged to file the registration application for strike-off of the right of pledge within two days.
When should the registration application for strike-off of the pledge right be submitted?
When the debt is repaid or the claim ceases in some other way, the pledger, the pledge creditor and the debtor may submit the registration application for the strike-off of the pledge right.
Who submits a registration application for registration of an annotation of initiation of the settlement procedure?
The pledger is obliged to enter in the Pledge Register that the settlement procedure has been initiated. After that, the pledger is obliged to allow the creditor to settle from the object of the pledge right.
Can the registration application be submitted by a proxy?
A third party that is authorized for representation (proxy) can submit the application for registration. In addition to such application, the proxy must submit the power of attorney for representation. If the proxy is not an attorney-at-law, and a natural person is the one giving the authorization, the power of attorney must be certified by the authority responsible for the certification of signatures.
Who can submit the application for registration in the Register?
The application for registration of a right of pledge can be submitted by the pledge creditor or the pledger. The debtor cannot submit the application for registration.
Does the pledger’s statement by which he agrees that the creditor may register the pledge right in the Register need to be certified?
If the pledge creditor submits the application for registration of the right of pledge, it is necessary to submit a statement by which the pledger agrees that the creditor may register the pledge right in the Register. This statement may be contained in the text of the agreement itself, or it may be a separate document. Only in the situation where the pledger is a natural person, the statement must be certified by the authority responsible for the certification of signatures, whether it is made as a separate document, or it is contained in the agreement itself.
Can a pledge created after the instigation of bankruptcy proceedings be registered?
A right of pledge (statutory and court) cannot be registered when bankruptcy proceedings have been instigated against the debtor (pledger) after the inventory and assessment of movable assets and before the submission of the application for registration. Pursuant to Article 80, paragraph 2 of the Bankruptcy Law (Official Gazette of the RS, Nos. 104/09...95/18), once bankruptcy proceedings are initiated, the secured right can only be exercised within the bankruptcy proceedings, except in cases when a decision has been made to suspend the injunction against enforcement and collection pursuant to this Law. Article 93, paragraph 1 of the aforesaid Law stipulates that from the start date of bankruptcy proceedings, neither the insolvent debtor, nor his property may be subject to enforced collection, or any other measures foreseen within the enforcement proceedings, with the exception of those related to the liabilities of the bankruptcy estate and costs of the insolvent debtor.
The same applies to contractual right of pledge, as all of the creditor’s rights are to be exercised within the bankruptcy proceedings.
Can the object of pledge be pledged several times?
One movable asset – object of pledge can be pledged several times, and the fact that the right of pledge is not registered in the Pledge Register does not mean that there is no other right of pledge over the same asset.
Can fixed assets be the object of pledge?
Fixed assets can be the object of pledge because the pledger remains in possession of them. The pledge does not constitute an impediment to conducting regular business activity.
Can the subject of the pledge right be a claim based on a VAT refund request?
The claim right on the basis of tax refund can be the object of pledge, as well as any claim that is not related to a person or that cannot be transferred to anyone else, i.e. the transfer of which is not prohibited by law. This right to a VAT refund must be determined by a decision as the taxpayer’s tax refund claim in accordance with the Value Added Tax Law and the Rulebook on the Procedure for Exercising the Right to VAT Refund and on the Manner and Procedure of VAT Refaction and Refund.
Can the claim under an insurance contract be the object of a pledge?
A claim under an insurance contract may be the object of a pledge, either as a future or existing claim. With future claims, the insured event has not occurred yet, and the pledge creditor acquires the right of pledge over the insured amount only when the insured event has occurred. If the pledger has a claim towards the insurance company, arising as a result of the occurrence of the insured event, the pledge is established by stipulating a pledge agreement and registering in the Pledge Register, as this is an aready existing claim.
Can money deposited on a bank account be the object of a pledge?
Funds in a special bank account can be the object of a pledge. Article 9a of the Law on Pledge of Movable Assets Registered in the Pledge Register (Official Gazette of the RS, Nos. 57/03, 61/05, 64/06, 99/11 and 31/19) prescribes that the pledger's claims, which are paid to the pledger’s special bank account pursuant to the agreement they arise from, can be the object of a pledge. In that case, the pledger's claims under the respective agreements shall be the object of a pledge, and data on the pledger's special bank account to which these claims shall be remitted shall be also registered in the Register.
Funds under a loan security deposit agreement may also be the object of a pledge.
In other cases, funds in a bank account can be the object of a pledge only up to the amount of the balance at the time of establishing the right of pledge.
Can a claim under a bank guarantee be pledged?
Тo the Opinion of the Ministry of Economy and Regional Development – Sector of administrative and supervisory affairs in the area of business registers No. 300-06-00-80/2011-09 оf 20 May 2011, a claim under a bank guarantee, for both ordinary and “first call”, i.e. “no objection” guarantees, may be pledged as a future claim, because a claim under a bank guarantee only arises when the conditions for payment under a guarantee are met.
Is registration of amendments of a pledged share in a company required in the case of recapitalization of the company?
When the pledged asset is a company share, the recapitalization of the company is of no relevance for the registration of changes relating to a pledged asset. The share is proportional to the contribution, so the increase in capital also extends to the share, i.e. the pledge. Consequently, recapitalization does not have to be registered as a change in the pledged asset.
When does the representative of the company, the proxy by employment and the procurator need special authorization to represent the company?
Designated persons may not act as the other contracting party and enter into agreements with the company on their own behalf and for their own account, on their own behalf and for the account of another person, or on behalf of and for the account of a third party, without special authorization. In such a situation, it is necessary to submit the authorization to undertake such an action, which is given in the form of a decision of the partner, the general partner, or the general meeting or otherwise stipulated by the Memorandum of Association or the Articles of Association (Article 42 of the Company Law). This limitation shall not apply to the legal representative who is at the same time the sole member of the company.
Does the pledge of shares require prior consent from the company?
When submitting an application for registration of a right of pledge, it is necessary to enclose a written statement of the legal representative of the company whose shares are pledged of whether the company’s Memorandum of Association stipulates the obtaining of a consent from the company for the pledge, or for the transfer of shares to a third party, and whether it has been obtained, all in accordance with Article 177 of the Company Law (Official Gazette of the RS, Nos. 36/11...91/19).
Does the pledge agreement have to be certified?
The pledge agreement does not have to be certified. The certified form of the pledge agreement is requested only in exceptional cases, i.e. when prescribed by special regulations.
A certified form is required in the agreements on the pledge of shares.
Can the object of the pledge be a telecommunication network, an electricity network, or an oil or gas pipeline network?
A telecommunication network, that is an electricity network, an oil or gas pipeline network, cannot be the object of the pledge that is registered in the Register of Pledges on Movable Property and Rights. The telecommunication network, or other networks represent a real estate, that is, lines with the associated devices and installations (whether they are above ground or underground), in the sense of the Law on State Survey and Cadastre (Official Gazette of the RS, Nos. 72/09...9/20 - other law) and are registered in the Lines Cadastre.
However, devices that are built on the lines and which enable the operation and proper use of the lines, which can be separated from the line without its destruction or significant damage, are considered movable property and can be the object of the pledge right.
Is it possible to pledge large-value assets?
For the disposal of large-value assets (over 30% of the book value) it is necessary that the company general meeting gives a prior or subsequent approval of such disposal.
Should the approval of the ministry responsible for privatization be submitted for the registration of the pledge right on the assets of a company that operates with a majority capital that is socially-owned?
If a company operates with a majority capital that is socially-owned, it cannot make decisions on the pledge of assets, which are not part of regular operations, without the prior approval of the ministry responsible for economic affairs.
How to register a contract on assignment of claims after the bankruptcy proceeding has been instigated against the pledger?
Contract on assignment of claims, factoring contract, etc., can only be registered through the annotation of relevance for legal transactions, which indicates that after the bankruptcy proceeding has been instigated, a change has occurred, that is, the pledge creditor has assigned his claims secured by the pledge to another person. Registration of the change of the pledge creditor is not possible, since Article 80, paragraph 2 of the Bankruptcy Law (Official Gazette of the RS, Nos. 104/09...95/18) prescribes that a separate satisfaction right is exercised exclusively in a bankruptcy proceeding.
Can the pledge right be registered after a decision on restructuring has been made?
Until the implementation of the procedure for the sale of the subjects of privatization that were in the process of restructuring on the day of 13.08.2014, the subjects of privatization cannot make decisions regarding the disposal of movable property or the pledge of property without the consent of the ministry responsible for economic affairs, in accordance with Article 93, paragraph 3 of the Law on Privatization (Official Gazette of the RS, Nos. 83/14, 46/15, 112/15 and 20/16-authentic interpretation), in conjunction with Article 11 of the Decree on Procedure and Method of Restructuring the Subjects of Privatization (Official Gazette of the RS, Nos. 52/05, 96/08, 98/09, 44/13 and 59/13).
Can fruit tree planting materials be pledged?
In the Law on Fruit Tree, Grape-Vine and Hops Planting Materials (Official Gazette of the RS, Nos. 18/2005 and 30/2005 – other law), in Article 3, “planting materials” are defined as seedlings used for growing fruit orchards, vineyards and hops orchards, including plant reproductive material which is used in the production of seedlings, while a “seedling” is defined as an annual or perennial plant produced by the vegetative parts of the mother plant or by joining the rootstock and the scion (grafting) or from the seed of the mother plant.
Taking into account the foregoing provision of the Law, if the pledged asset consists of seedlings intended for further distribution, for growing fruit orchards, vineyards and hops orchards, they may be registered as pledged assets with the Pledge Register.
However, if the seedlings are permanently planted in the ground with the intention of growing fruit orchards, vineyard and hops orchards and physically strongly bonded with the land, then they are considered as part of the land in which they are planted, and, as such, they are subject to registration in the relevant RGA – Land Registry, according to the location of the real estate.
Does the Register strike off the annotations of settlement of claims at its own motion?
The obligation to strike off the annotations of settlement ex officio is prescribed by the Law on Amendments and Supplements to the Law on Pledge on Movable Assets Registered in the Pledge Register (Official Gazette of the RS, No. 31/19), which entered into force on 7 May 2019. The provision of Article 64, paragraph 3 of the Law on Pledge of Movable Assets and Rights Registered in the Pledge Register (Official Gazette of the RS, Nos. 57/03, 61/05, 64/06-rev., 99/11-other laws and 31/19) stipulates that the annotation of settlement referred to in Article 36, paragraph 1 of the same Law shall be deleted ex officio upon the expiration of a period of 18 months from the date of registration of the annotation.
Is it possible to re-register the annotation of initiating the settlement procedure after it has been struck off ex officio, in a situation when the claim has not been fully settled?
If, for the purpose of settling the secured claim, an out-of-court settlement procedure has been initiated, re-registration of the annotation of settlement is possible, if there has been a change in the maturity of the secured claim. In that case, the pledge creditor and the pledger should conclude an annex to the pledge agreement stating that there has been a change in contractual obligations, register that information and then submit a new application for registration of the annotation of initiating the settlement procedure, along with the prescribed documents.
If, in order to settle the secured claim, a procedure has been initiated before the competent court (court settlement), re-registration of the annotation of settlement is not possible. However, the party may apply for registration of annotation of the fact relevant to legal transactions, and register the fact that the enforcement proceedings for the settlement of the secured claim before the court have not yet been completed. Any act by the court from which it can be determined that the enforcement proceedings before the court is still ongoing may be attached as a legal basis for the registration of the said annotation.