As of October 1st, 2018, when the amendments of the Company Law entered into Force, prescribing obligations of companies regarding electronic business. Namely, companies must have electronic address. These amendments have the purpose of increasing eficiency and security in business affairs of companies, optimizing communication with the public authorities and finally better ranking of Republic of Serbia on the Doing business list, opening the market for foreign investors, and harmonizing applicable regulation with the requirements of business subjects.
These amendments are not only another obligation that the business subjects must fulfill in order of complying with applicable regulation, but an opportunity for companies to promote efficiency of their business and decrease the overall business expenses by switching to electronic business.
E-business is a modern way of business organization that includes intensive use of informatic and especially internet technology. Thus, doing business over the internet allows automation of business transactions and activities and decrease of business costs, with simultaneous increase in quality and speed in providing services.
Although legal solutions in Republic of Serbia are mostly intended for more efficient communication between the commercial and public sector (B2G), regulation in the field of e-business enables electronic business with companies (B2B) and consumers (B2C), as the subjects from the private sector.
The following regulation has mostly contributed to digitalization of business in Republic of Serbia:
(1) Law on Electronic Document, Electronic Identification and Trusted Services in Electronic Business (“Official Gazette of RS”, no. 94/2017);
(2) Company Law (“Official Gazette of RS”, no. 36/2011, 99/2011, 83/2014 –other law, 5/2015 and 44/2018);
(3) Law on Accounting (“Official Gazette of RS”, no. 62/2013 and 30/2018);
(4) Law on Tax Procedure and Tax Administration (“Official Gazette of RS”, no. 80/2002, 84/2002 – corrected, 23/2003 – corrected, 70/2003, 55/2004, 61/2005, 85/2005 –other law, 62/2006 – other law, 63/2006 – corr. other law, 61/2007, 20/2009, 72/2009 – other law, 53/2010, 101/2011, 2/2012 – corrected, 93/2012, 47/2013, 108/2013, 68/2014, 105/2014, 91/2015 –authentic interpretation, 112/2015, 15/2016, 108/2016 and 30/2018)and
(5) Law on General Administration Procedure (“Official Gazette of RS”, no. 18/2016).
Complete transition to electronic business is possible only if e-business is implemented in all levels of a company. Thus, applicable Serbian regulation enables electronic business in statutory law, communication with public authorities, among companies and consumers, and in the field of tax and accounting.
Given the aforementioned, necessary precondition of electronic business is an electronic document, and the possibility of using electronic signature in order of enhancing security of legal transaction and confirmation of authenticity of electronic signature.
Law on Electronic Document, Electronic Identification and Trusted Services in Electronic Business enables preparation of an electronic document and signing such document electronically so that entire communication could be conducted in such manner. Therefore, electronic and paper document are completely equalled and validity and probative use of an electronic document cannot be disputed. It has been enabled for one to confirm authenticity by use of an electronic signature and stamp. The qualified electronic signature is now equal to a personal signature. Therefore, for signing electronic documents with qualified electronic signature that has been equalled with the personal signature, and under legal terms and with notarized personal signature, business entities must have a certificate for using the qualified electronic signature (issued by the registered certification authority – qualified provider of trusted services), adequate software and electronic card reader. On the other hand, public authorities, when exercising public authorities electronically, use qualified electronic stamp that is now equal with the signature and stamp of the competent public authority issued in paper.
Amendments to the Company Law also contribute to digitalization of the entire economy and, among other, determine obligation for registering electronic address, so that the communication with the public authorities and other business subjects could be done electronically. Namely, these changes are harmonized with the concept of E-administration, and the overall digitalization of economy. This solution creates necessary preconditions for eliminating „paper“ business and decrease of business expenses of both public and private sector, by increasing efficiency and avoiding archiving expenses. This obligation shall not increase business expenses, since registration of electronic address with the Business Registration Agency is free.
Apart from the obligation of registering an e-mail, the Company Law also enables electronic foundation of a company, with the possibility of replacing notarization of the signature on the foundation act with the qualified electronic signature on an electronic document, provided by the shareholders, if this is not contrary to regulation on real estate transfer. The Law prescribes that notarization of the signature on foundation act, if it is a digitalized document, can be replaced with qualified electronic signature, or qualified electronic stamp of a person competent for notarization of signatures, manuscripts and transcripts. These amendments decrease the overall foundation expenses. Furthermore, this enables for the foundation acts to be made in electronic form and as such registered with the Business Registration Agency. Electronic foundation of companies required electronic card reader or flash token, electronic signature certificate, and a created account for centralized registration of users with the Business Registration Agency.
Legal framework in Republic of Serbia enables electronic delivery of submissions to public authorities. Therefore, the Law on General Administration Procedure and the Law on Tax Procedure and Tax Administration prescribe the possibility of electronic delivery of submissions and communicating with the parties electronically, thus enabling more efficient communication between the private and public sector.Electronic delivery is regulated by the regulation on electronic document, if not otherwise prescribed by the regulation on administrative procedure.
Furthermore, amendments to the regulation excludes the obligation of using stamps by business entities, enabling transfer to electronic business and use of electronic documents and signatures. Namely, although the Company Law did not prescribe obligatory use of stamps, bylaws did prescribe such obligation, which is no longer the case.
Applicable Serbian regulation enables digitalization of financial statements, issuing electronic invoices and submitting electronic tax applications, that contributes to digitalization of business in respect to control over financial business, fulfilling obligations regarding fiscal authorities and during business transactions.
In accordance with the Law on Accounting, accounting documents (including invoices), can be signed using electronic signature or other identification mark, thus enabling issuance of electronic invoices, and decreasing overall business expenses. Most benefits from issuing electronic invoices have companies that work with many clients, why the biggest savings have big companies.
Law on Accounting also prescribes preparation and publication of financial statements in electronic form that are, once signed by legal representatives by using the electronic signature, registered with the Business Register Agency, while the Law on Tax Procedure and Tax Administration prescribes that tax application can be submitted electronically, which once again contributes to lowering the business expenses.