Postponement of Deadlines for Regular Sessions of Shareholders’ Meetings

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On 16 April 2020 the Government of the Republic of Serbia adopted the Regulation on Postponement of Deadlines for Holding a Regular Session of the Company’s Shareholders’ Meeting and Submission of Annual and Consolidated Financial Reports of Business Entities, Cooperatives, Other Legal Entities and Entrepreneurs, as well as Deadlines for Filing Corporate Income Tax Return and Individual Business Activity Tax Return, Deadlines of Validity of Authorized Auditor’s Licenses and Licenses for Real Estate Value Assessment Expiring during the State of Emergency Declared due to COVID-19 (“Regulation”).

The Regulation determines the postponement of deadlines:

  • for holding a regular session of the company’s shareholders’ meeting;
  • for submission of annual and consolidated financial reports of business entities, cooperatives, other legal entities and entrepreneurs for the year of 2019;
  • for filing corporate income tax returns and individual business activity tax returns, as well as
  • of validity of authorized auditor’s licenses and licenses for real estate value assessment.

The day of ending of the state of emergency is prescribed as the starting moment for the calculation of the deadlines postponed by the Regulation.

Holding a Regular Session of the Company’s Shareholders’ Meeting.

Article 364 paragraph 1 of the Company Law stipulates that “regular session of the company’s shareholders’ meeting shall be held once a year, not later than six months as of the end of the business year”.

However, the Regulation prescribes that “the deadline for holding a regular session of the company’s shareholders’ meeting shall be postponed to a deadline of 90 days as of the day of ending of the state of emergency”.

Submission of Annual and Consolidated Financial Reports of Business Entities.

With regard to regular financial reports, Article 33 paragraph 1 of the Law on Accounting stipulates that “legal entities and entrepreneurs are required to submit regular annual financial reports for the reporting year by 30 June of the following year at the latest, unless otherwise provided by other law”.

The Regulation, however, determines the postponement of deadline for submission of regular financial reports to a deadline of 90 days as of the day of ending of the state of emergency.

Legal entities having a business year different from the calendar year, pursuant to Article 33 paragraph 2 of the Law on Accounting, submit regular annual financial reports for the reporting year no later than six months as of the day when such reports were prepared.

In this case, according to the Regulation, postponement of a deadline for submission of the regular financial reports to a deadline of 90 days as of the day of ending of the state of emergency would be possible provided that the deadline for submission of the financial reports of these legal entities expires during the state of emergency.

Legal entities preparing the consolidated financial reports are obliged, in accordance with Article 33 paragraph 3 of the Law on Accounting, “to submit the consolidated financial reports by 31 July of the following year at the latest, unless otherwise provided by other law”.

In this case, the Regulation determines the postponement of a deadline for submission of the consolidated financial reports to a deadline of 120 days as of the day of ending of the state of emergency.

When it comes to extraordinary financial reports, Article 33 paragraph 4 of the Law on Accounting prescribes that “legal entities and entrepreneurs who prepare the extraordinary financial reports are obliged to submit them within 60 days as of the day when those reports are prepared”.

The Regulation also prescribes the postponement of a deadline for submission of a financial reports to a deadline of 30 days as of the day of ending of the state of emergency, provided that the deadline for submission of extraordinary financial reports expires during the state of emergency.

Filing Corporate Income Tax Return and Individual Business Activity Tax Return.

Pursuant to the Regulation, deadlines for filing the corporate income tax return and individual business activity tax return are postponed in the following manner:

  • taxpayers of corporate income tax whose tax period corresponds to the calendar year, file a corporate income tax return within 90 days as of the day of ending of the state of emergency;
  • taxpayers of corporate income tax whose tax period does not correspond to the calendar year are entitled to postponement of deadline for filing the tax return provided that the deadline for filing the tax return of those business entities expires during the state of emergency, thus in such case the deadline would be postponed to a deadline of 90 days as of the day of ending of the state of emergency;
  • taxpayers of individual business activity tax keeping business books, file a tax return and tax balance sheet within 90 days as of the day of ending of the state of emergency.

Validity of Authorized Auditor’s Licenses and Licenses for Real Estate Value Assessment.

Pursuant to the Regulation, all deadlines referred to in Article 7 of the Law on Audit regarding issuance, extension and revocation of an audit license, expiring during the state of emergency shall be considered expired upon expiration of 30 days as of the day of ending of the state of emergency.

The Regulation, also, prescribes that all audit licenses, issued in accordance with the Law on Audit shall remain valid until expiration of 30 days as of the day of ending of the state of emergency.

Further, pursuant to the Regulation, all deadlines from Article 11 of the Law on Appraisers, regulating the issuance and renewal of a license for real estate value assessment which expire during the state of emergency and 30 days as of the day of cessation of the state of emergency, shall be considered expired upon expiration of 60 days as of the day of ending of the state of emergency.