LAWON FINANCIAL LEASING("Official Herald of the RS", No. 55/2003, 61/2005 and 31/2011) |
BASIC PROVISIONS
Area of Application of the Present Law
Article 1
The present Law regulates the financial leasing transaction, the contract of financial leasing, the rights and obligations of parties to the financial leasing transaction, conditions under which the transactions of financial leasing could be performed, supervision over operation of leasing grantors and the Financial Leasing Register.
Article 2
Financial Leasing transaction is a transaction of financial intermediation that is performed by the leasing grantor which implies that the leasing grantor, while retaining ownership of the subject of leasing, transfers to the recipient of leasing, for a certain time period, the right of possession and use of the subject of leasing, with all the risks and benefits associated with the right of ownership, and the recipient for this pays the leasing fee, if at least one of the following conditions is completed:
1) Subject of leasing is determined by the recipient of leasing;
2) Ownership right over the subject of leasing is transferred from the grantor to the recipient after the expiration date that the contract was concluded, and upon making payment of the agreed total amount of the leasing fee;
3) Leasing recipient has contracted right of option to buy the subject of leasing upon executed payment of the agreed total amount of leasing fee;
4) Recipient of leasing has the right to extend the duration of the leasing contract;
5) Period for which the contract is concluded corresponds to the period of depreciation of a whole or an essential part of the subject of leasing.
Article 3
(erased)
Article 4
The subject of financial leasing shall be a non-consumable movable property (equipment, installations, vehicles and the like) and an immovable property which can be the subject of ownership right in terms of the law governing property matters.
Article 5
The grantor of leasing shall be obliged to notify the supplier of the subject of leasing that he acquires the subject of leasing for the purpose of carrying out the contract of leasing, and to indicate the person who, in terms of that contract, has the status of a recipient of leasing.
The notification specified in paragraph 1 of the present Article has to be made until the moment of entering into contract of delivery, at the latest.
The leasing contract and the delivery contract
Article 6
The leasing contract is a contract concluded between the leasing grantor and the leasing recipient, which obligates the leasing grantor to transfer the right to possession and use of the leasing subject to leasing recipient object, for a specific time, in which the leasing recipient enjoys all the benefits and bears all risks associated with the ownership, while leasing recipient undertakes to pay for that a contracted fee in agreed installments when due.
The leasing contract must include the purchase value of the leasing subject, the total amount of leasing fee paid by the leasing recipient, the amount of individual leasing installments and their structure, their number and time of payment, the expiry date of the concluded contract, place, term, manner and conditions of delivery of the leasing subject, the method and conditions of transfer of ownership over the leasing subject, or the manner and conditions of the contract extension.
National Bank of Serbia may prescribe other elements of the leasing contract, as well as a way of expressing the elements of that contract.
The leasing contract must be concluded in written form.
The contract which was not named as the leasing contract, but which has the characteristics of the leasing contract of the leasing transaction, in line with this law, or prescribes those rights and obligations for the contractual parties that are determined by the present law as the rights and obligations of the parties to the leasing contract, shall be deemed as a simulated contract.
The delivery contract is a contract concluded between the supplier of the leasing subject and the grantor of leasing, by which the leasing grantor acquires ownership over the leasing subject, specified by the leasing recipient, in order to execute the financial leasing of the subject of the leasing with leasing recipient.
The supplier of the leasing subject is chosen by the leasing recipient, but can also be chosen by the leasing grantor.
The leasing grantor under the executed contract on delivery, and upon delivery of the subject of the leasing in accordance with that contract, becomes the holder of title to the leasing subject.
Delivery contract must include: precise determination of the subject of delivery, price, place, manner and time of delivery, notice that the subject is supplied for the execution of the leasing contract, as well as the designation of the person which in that contract has the capacity of the leasing recipient.
Leasing recipient approves the contract on delivery, in part related to the definition of subject of leasing, price, place, time and manner of delivery of that subject, by signing a contract on delivery.
Delivery contract must be concluded in written form.
Article 7
The leasing fee is the fee that the leasing recipient pays the leasing grantor for the use of the leasing subject (hereinafter referred to as: leasing fee).
The leasing fee is calculated based on the amount that the leasing grantor has paid to acquire ownership of the leasing subject, plus interest and other expenses, which, in accordance with the contract of leasing, the leasing recipient pays to the leasing grantor.
Article 8
Provisions of the law regulating business companies shall be applied by analogy to leasing grantors, unless the present law provides otherwise.
On legal relations between the parties of the leasing transaction relating to obligations, the provisions of the law governing the obligations shall apply, unless otherwise provided by the present law.
National Bank of Serbia, on the basis of competence under this law, shall enact final decisions on the rights, obligations and legal interests of natural and legal persons specified by this law.
The procedure of enacting decisions referred to in paragraph 3 of this Article shall be subject to laws regulating the general administrative procedure, unless otherwise provided by the present law.
In administrative court proceedings against the final decision referred to in paragraph 3 of this Article, the court can not decide on the administrative matter.
PARTIES TO FINANCIAL LEASING TRANSACTION
Article 9
The parties to a financial leasing transactions shall be: the grantor of leasing, the recipient of leasing and the supplier of the subject of leasing.
The notion and operation of the leasing grantor
Article 10
Leasing grantor is a limited liability company or joint-stock company with headquarters in the Republic of Serbia, which has a license of the National Bank of Serbia to perform the business of financial leasing in accordance with the present law.
The leasing grantor performs activities of financial leasing as its prevailing activity, in terms of the regulations governing the classification of activities.
In addition to the activities referred to in Paragraph 2 of this Article, the leasing grantor may conduct activities of rental of the returned leasing subjects, as well as activities that are usually performed along with the activities of financial leasing (training services for the leasing recipient related to the use of the leasing subject, services of installation, dismantling and servicing of the leasing subject, supply of spare parts, etc.).
The leasing grantor may, for a fee, dispose of leasing subject that are returned back into his possession, upon termination of the leasing contract, or rental contract.
The leasing grantor may not approve pecuniary loans.
Financial leasing transactions may be performed only by a company that meets the requirements referred to in Paragraph 1 of this Article.
The founding and initial capital
Article 10a
The founding capital of the leasing grantor is provided by the founders from their own resources, which may be in cash and kind.
Foundation assets in kind specified in paragraph 1 of this Article may be assets and rights that are in function of the operations of the leasing grantor.
For the performance of financial leasing transactions whose subject is a movable property, the pecuniary portion of the foundation capital of the leasing grantor may not be less than 500,000 euros in dinars counter value, at the official middle exchange rate on the payment date.
For the performance of financial leasing transactions whose subject is an immovable property, the pecuniary portion of the foundation capital of the leasing grantor may not be less than 5,000,000 euros in dinars counter value, at the official middle exchange rate on the payment date.
The founder's own funds referred to in Paragraph 1 of this Article are funds that do not come from loans or credit facilities.
The leasing grantor is obliged to ensure in its business operation that the amount its pecuniary part of foundation capital shall never be less than the amounts specified in Paragraphs 3 and 4 of this Article, according to the official middle exchange rate on the balancing day.
National Bank of Serbia may prescribe criteria for determining the elements and the amount of capital referred to in Paragraph 6 of this Article.
Article 10b
The bodies of the leasing grantor are:
1) General Meeting;
2) Board of Directors;
3) Executive Board.
The leasing grantor may have other company bodies.
General Meeting of shareholders
Article 10c
General Meeting of the leasing grantor:
1) Adopts the business policy of the leasing grantor;
2) Adopts the Articles of Association, renders its Rules of Procedure, as well as amendments to the Memorandum of Association and Articles of Association;
3) Adopts the annual report of the leasing grantor and decides on the purpose and distribution of the gained profit, or loss coverage;
4) Decides on the increase and decrease of capital;
5) Decides on investment in fixed assets and disposal of fixed assets;
6) Appoints and dismisses the president and members of the Board of Directors;
7) Determines the remuneration of members of the Board of Directors;
8) Decides on status changes and end of operation of the leasing grantor;
9) Decides on acquisition of bankruptcy or liquidation assets of the leasing grantor in bankruptcy or liquidation;
10) Appoints and dismisses the external auditor.
Articles of Association of the leasing grantor may stipulate other rights and obligations of the General Meeting of the leasing grantor.
General Meeting may not transfer the decision making referred to in Paragraph 1 of this Article another body of the leasing grantor.
Sessions of the General Meeting are held at least once a year.
Provisions of the law governing business companies on convening and holding sessions of the General Meeting of a limited liability company or joint-stock company shall apply accordingly to the leasing grantor, unless the present law provides otherwise.
Article 10d
Management bodies of the leasing grantor are the Board of Directors and Executive Board.
Management bodies of the leasing grantor are responsible for the legality of operations of the leasing grantor.
Composition of the Board of Directors
Article 10e
The Board of Directors of the leasing grantor is composed of at least three members, including the president.
At least one third of membership of the Board of Directors shall be the persons independent from the leasing grantor.
A person is considered as independent from the leasing grantor if he has no direct or indirect ownership neither in the leasing grantor, nor in the member of the group of companies whose integral part is the leasing grantor.
Indirect ownership means the possibility of effective exercise of ownership rights in the leasing grantor by a person who has no direct ownership in that leasing grantor, but which uses the ownership of another person that is directly involved in the leasing grantor.
Member of the Board of Directors may be employed by the leasing grantor, but only in his capacity as a member of the Board of Directors.
Member of the Board of Directors of the leasing grantor must have a good business reputation and the appropriate qualifications, required by this law and the enactment of the National Bank of Serbia.
Scope of the Board of Directors
Article 10f
The Board of Directors of the leasing grantor is responsible for risk management in the leasing grantor.
The Board of Directors of the leasing grantor:
1) Convenes sessions of the General Meeting;
2) Prepares draft decisions for the General Meeting of the leasing grantor and is responsible for implementing those decisions;
3) Proposes the adoption and implementation of business policy to the General Meeting;
4) Appoints and dismisses the president and members of the Executive Board;
5) Supervises the work of the Executive Board;
6) Adopts quarterly and annual reports of the Executive Board on business operations and delivers to the General Meeting the adopted annual report for final approval;
7) Informs the National Bank of Serbia and other relevant authorities about determined irregularities;
8) Adopts an organizational structure;
9) Determines the amounts to which the Executive Board may decide on the lending and borrowing and decides on loans and borrowing over these amounts;
10) Adopts the program and plan of the internal audit;
11) Establishes a system of internal controls;
12) Establishes a system for risk management;
13) Decides on delegating the tasks specified in Article 13i Paragraph 6, and Article 13j Paragraph 5 of this law;
14) Proposes an external auditor to the General Meeting and deliberates on reports from external and internal audit;
15) Performs other duties in accordance with the Articles of Association.
Meetings of the Board of Directors
Article 10g
Meetings of the Board of Directors of the leasing grantor are to be held at least once every three months.
Provisions of the law governing companies on convening and holding meetings of the Board of Directors shall apply by analogy to the Board of Directors of the leasing grantor, unless this law provides otherwise.
The composition of the Executive Board
Article 10h
The Executive Board of the leasing grantor consists of at least two members, including the president.
President of the Executive Board of the leasing grantor represents and acts on behalf of the leasing grantor.
While concluding legal affairs and while undertaking other legal actions in the name and on behalf of the leasing grantor, the president of the Executive Board of the leasing grantor must provide an additional signature of a member of that board.
Members of the Executive Board of the leasing grantor are employed by the leasing grantor indefinitely with a full-time.
Members of the Executive Board of the leasing grantor must have the proper qualifications prescribed by the National Bank of Serbia, pursuant to Article 13c Paragraph 3 of this law.
Board member of the leasing grantor may be a member of the Executive Board of the leasing grantor.
The scope of the Executive Board
Article 10i
The Executive Board of the leasing grantor:
1) Implements the decisions of the General Meeting and the Board of Directors;
2) Ensures the legality of operations the leasing grantor;
3) Decides on lending and borrowing of the leasing grantor up to the extent determined by the Board of Directors;
4) Propose to the Board of Directors general terms of operation of the leasing grantor, and amendments thereto;
5) Identifies and measures the risks that the leasing grantor is exposed in its operations, implements the principles and procedures of risk management approved by the Board of Directors;
6) Implements procedures for monitoring of business operation, regularly evaluates them and improves them as necessary in accordance with the business policy of the leasing grantor;
7) Informs the Board of Directors of any action which does not comply with the regulations and other acts of the leasing grantor;
8) Submits to the Board of Directors quarterly and annual business reports, balance sheets and income statements of the leasing grantor;
9) Decides on matters which are not within the scope of the General Meeting and the Board of Directors;
10) Performs other duties in accordance with the Articles of Association.
The activities from Paragraph 1 Item (5) of this Article the leasing grantor may delegate to another person from the financial sector with its headquarters in the territory of the Republic of Serbia.
By delegating tasks specified in Paragraph 2 of this Article, the Executive Board of the leasing grantor shall not be relieved of responsibility for the legality of carrying out these tasks in accordance with the present law.
Article 11
In terms of the present Law, the recipient of leasing shall be a legal or natural person being a party onto which the grantor of leasing transfers the authority of holding and using the subject of leasing, for a stipulated period of time and against a stipulated fee.
Supplier of Subject of Leasing
Article 12
In terms of the present Law, the supplier of the subject of leasing (hereinafter: supplier) shall be a legal or natural person who transfers onto the grantor of leasing the right of ownership over the subject of leasing, for the purpose of its delivery to the recipient of leasing, to hold and use it for the stipulated period of time and against a stipulated fee.
Article 13
(erased)
PERMIT TO PERFORM FINANCIAL LEASING TRANSACTIONS AND SUPERVISION OVER THE PERFORMANCE OF THESE TRANSACTIONS
License to conduct financial leasing activities
Article 13a
National Bank of Serbia, at the request of the founders of the leasing grantor, shall issue a license to conduct financial leasing.
Along with the request from Paragraph 1 of this Article the following shall be submitted:
1) The founding act of the leasing grantor;
2) Information about the founders of the leasing grantor and the amount of their investments/shares, as well as information about a group of companies to which the founders belong to;
3) Notarized written statement of the founder that he has own funds in the amount referred to in Article 10a Par. 3 and 4 of this law and that he shall transfer them to the temporary bank account, as well as the proof of origin of those funds;
4) Proof of the staff and technical capacity to conduct financial leasing activities;
5) Program of operation of the leasing grantor for a period of three years;
6) Data on persons appointed as board of directors or executive board member, as well as documentation evidencing business reputation and professional qualifications of these persons.
Notwithstanding the Paragraph 2 of this article, where the founder of the leasing grantor is a bank licensed as such by the National Bank of Serbia, along with the request for a license to conduct financial leasing activities the documentation stipulated in Paragraph 2, Items (2) and (3) of this Article is not to be submitted.
National Bank of Serbia, in addition to the documentation referred to in Paragraph 2 this Article, may require from the founders of the leasing grantor to submit additional documentation.
In considering the request and documentation from the Paragraphs 1 and 2 of this Article, the National Bank of Serbia assesses the compliance of conditions for issuing a license to conduct financial leasing activities, business reputation of the founders of the leasing grantor (except in the case when the founder is the bank licensed as such by the National Bank of Serbia), qualifications or business reputation of persons appointed as members of the board of directors or the executive board of the leasing grantor.
National Bank of Serbia will reject the request from Paragraph 1 of this Article if:
1) The founding act of the leasing grantor is not properly made;
2) The pecuniary portion of the initial capital is lower than required or part of that capital does not originate from founder’s own funds, or the founders have not provided adequate proof of the origin of those funds;
3) The financial condition of the founders is assessed as unsatisfactory in terms of providing adequate support to the operation of the leasing grantor;
4) Structure of the group to which the founders belong to, based on information submitted, can not be judged as transparent;
5) Proposed work program is not judged as adequate;
6) Business reputation of the founders is not positively evaluated;
7) Person delegated as a member of the board of directors or the executive board, has no relevant professional qualifications or professional quality, and adequate business reputation.
National Bank of Serbia shall prescribe the more detailed requirements for issuance of a license to conduct financial leasing activities, the criteria for assessing the business reputation and financial condition of the founder, the criteria for assessing the qualifications and business reputation of a person delegated for a member of the board of directors or the executive board of the leasing grantor. Decision-making process of the National Bank of Serbia for the request from Paragraph 1 of this Article shall not exceed 60 days from the date of receipt of the request, and ends up with rendering of a decision.
The founders of the leasing grantor shall be obliged to submit the application for registration in the Company Register, attached by a decision which grants a license for conducting financial leasing activities, to the Business Registers Agency within seven days of receipt of that decision.
If the National Bank of Serbia rejects the request from Paragraph 1 of this Article, a person who filed the request may not submit a new request for issuance of a license to conduct financial leasing activities within a year from the date of refusal.
National Bank of Serbia may revoke a decision that grants a license to conduct financial leasing activities, if it determines the conditions based on which such decision was rendered are no longer complied.
Consent to acquire ownership of stakes/shares of the leasing grantor
Article 13b
No legal or natural person shall, without the consent of the National Bank of Serbia, gain direct or indirect ownership of stakes/shares of the leasing grantor that allows the owner of such stakes/shares 10% or more of management rights in that leasing grantor.
National Bank of Serbia shall decide on the request for the acquisition of direct or indirect ownership of stakes/shares of the leasing grantor that allows the owner of such stakes/shares 10% or more of management rights in that leasing grantor.
National Bank of Serbia will reject the request from Paragraph 1 of this Article if:
1) Financial situation of the applicant is not suitable in terms of providing adequate support to the business of the leasing grantor;
2) Applicant or person who provides it with funds for buying stakes/shares does not have good business reputation;
3) Structure of the group to which the applicant belongs to, based on information submitted, can not be judged as transparent;
4) It is not possible to determine the source of funds with which the applicant intends to buy stakes/shares of the leasing grantor.
National Bank of Serbia shall prescribe more detailed requirements for consent to acquire a direct or indirect ownership of stakes/shares of the leasing grantor, which allows 10% or more of management rights.
Decision-making process of the National Bank of Serbia on the request in Paragraph 2 above shall not exceed 60 days from the date of receipt of the request, and ends up by making a decision.
National Bank of Serbia shall issue a ruling order that a person who, without the consent of the National Bank of Serbia has acquired direct or indirect ownership of stakes/shares which allows him 10% or more of management rights to the leasing grantor, disposes of that property within a term determined by that ruling and prohibit him to exercise, within the leasing grantor, the voting rights and to influence management and business policy of the leasing grantor.
If the National Bank of Serbia rules to reject the request from Paragraph 2 of this Article, the person who filed that request may not submit a new request for consent for the acquisition of title to stakes/shares of the leasing grantor, within one year after the rejection of that request.
The leasing grantor is obliged to submit an application for registration of title to stakes/shares in the Company Register, attaching the ruling granting consent for the acquisition of stakes/shares in the leasing grantor, at the Business Registers Agency within seven days of receipt of that ruling.
Consent to the appointment of members of the Board of Directors and Executive Board
Article 13c
The leasing grantor is obliged to submit the request to the National Bank of Serbia for consent on the appointment of members of the Board of Directors and Executive Board of the leasing grantor.
Along with the request in Paragraph 1 this Article, the leasing grantor shall submit documentation proving that the person referred to in the application for consent:
1) Has the necessary qualifications;
2) Has at least two years of experience in a leadership position in the financial sector or three years of experience in a leadership position in a commercial company, or four years of experience in the field of finance;
3) Has not been convicted of crimes that make him unfit to perform the function of a member of the Board of Directors or Executive Board, and has not been imposed with protective measures, or the safety measures of a ban to perform the function, activity, profession or calling.
National Bank of Serbia shall prescribe in more detail the requirements from Paragraph 2 of this Article, the method of proving them and manner of giving consent under Paragraph 1 of this Article.
National Bank of Serbia will reject the request from Paragraph 1 of this Article in the following cases:
1) If a delegated person does not meet the proposed requirements regarding the qualifications and experience prescribed for the leading position specified in Paragraph 2 of this Article;
2) Delegated person has been, on the date of instigation of bankruptcy proceedings, or revocation of license for operation, or six months prior to that date, authorized to represent and act on behalf of, or a member of the management and/or supervision body of a company whose core activity is financial intermediation, in terms of regulations governing the classification of activities, and against whom bankruptcy proceedings has been instigated or whose license has been revoked - if no more than three years has passed between the moment of revocation of the license and the moment of request filing;
3) Delegated person is legally convicted for crime to a unconditional prison sentence, or legally convicted of a crime against labor rights, property, economy, constitutional order and security of the Republic of Serbia, the state bodies, judiciary, legal transactions, and official duties, or other punishable offense that makes him unfit to perform these functions.
The decision-making process of the National Bank of Serbia on the request from Paragraph 1 shall not be longer than 30 days after receipt of the request, and ends up by reaching a ruling.
The decision on appointment of members of the Board of Directors or members of the Executive Board of the leasing grantor, to which the National Bank of Serbia did not give consent, shall be null and void.
The leasing grantor is obliged to deliver to the National Bank of Serbia the decision on appointment of members of the Board of Directors or members of the Executive Board, within seven days from the date of that decision.
The leasing grantor is obliged to inform the National Bank of Serbia on the dismissal or resignation of a member of the Board of Directors or member of the Executive Board, within seven days from the date of dismissal or resignation, stating the reasons for it.
Notwithstanding Paragraph 1 of this Article, the National Bank of Serbia, in the ruling granting the request for issuance of a license to perform the activities of financial leasing referred to in Article 13a of this law, shall also give consent to the appointment of the first members of the Board of Directors of the leasing grantor.
The obligation to inform the National Bank of Serbia
Article 13d
The leasing grantor is obliged to deliver to the National Bank of Serbia:
1) Annual financial reports on operations, with the report of authorized external auditor - within 120 days from the end of the calendar year for which the report is submitted;
2) Notice of status and other changes registered in the Company Register - within ten working days from the date of the change;
3) Other information required under this law and by-laws issued under this law - within the prescribed deadlines;
4) Other information at the request of the National Bank of Serbia - within the period specified in the request of the National Bank of Serbia.
National Bank of Serbia shall prescribe the content and form of reports, as well as their means of delivery and deadlines specified in Paragraph 1 Items (3) and (4) of this Article.
Article 13e
For audit of annual financial statements, the leasing grantor engages external auditor.
External auditor in Paragraph 1 of this Article is that the auditor who in accordance with the law which regulates accounting and audit meets the requirements for conducting audits of large entities.
External auditor may perform, at the leasing grantor, up to five consecutive annual audits of financial statements.
During the same year, the external auditor may not perform the audit of financial statements of the leasing grantor and provide it with consulting services, nor may it perform the audit for the business year in which it was providing those services.
If the audit is carried out by an external auditor who does not meet the requirements of Paragraph 2 of this Article, or if the audit was conducted contrary to the provisions of this law and other regulations, the National Bank of Serbia will not accept the audit report.
Article 13f
National Bank of Serbia may prescribe the basis on which the leasing grantor becomes liable to hold the reserve funds on the specially opened account with the bank.
In the regulation referred to in Paragraph 1 of this Article, the National Bank of Serbia shall also prescribe the manner of determining the base for calculating reserve funds, the amount of the rate by which the reserve funds are calculated, time periods for calculation and allocation of these funds, as well as, the manner and deadlines for submitting reports to the National Bank of Serbia on the calculated and allocated reserve funds.
Reserve funds under Paragraph 1 shall not be subject to enforced collection.
The minimum requirements for the conclusion of the leasing contract
Article 13g
If the subject of the leasing contract is an immovable thing, the leasing grantor can not require the leasing recipient- a natural person to pay the participation.
In the case mentioned in the Paragraph 1 of this Article, the leasing contract shall contain a clause that the ownership of the subject of leasing is transferred from the granter to the leasing recipient after the expiration date of the concluded contract, and upon performed payment of the agreed amount of the leasing fee.
The National Bank of Serbia shall prescribe the minimal conditions on the ground of which a grantor of leasing concludes the contracts of leasing in concordance with the present Law, as well as the mode of indicating the leasing fee and other costs arising through the conclusion of a contract of leasing.
Supervision over operations of the leasing grantor
Article 13h
Supervision over operations of the leasing grantor shall be performed by the National Bank of Serbia.
Supervision from Paragraph 1 of this Article shall be performed by:
1) Indirect supervision: reports, other documents and information that the leasing grantor delivers to the National Bank of Serbia in accordance with the regulations or at the request of the National Bank of Serbia, as well as data which the National Bank of Serbia possesses;
2) Direct supervision, insight into business books and records of the leasing grantor, and other documentation.
If some illegalities and irregularities are determined in the process of supervision, the National Bank of Serbia shall prescribe one of the following measures to the leasing grantor:
1) Send a written warning;
2) Send an order giving letter;
3) Issue an order to remedy the determined irregularities;
4) Revocation of the license to perform the activities of financial leasing.
The measures referred to in Paragraph 3 of this Article, the National Bank of Serbia shall adopt in the form of the ruling.
In the ruling referred to in Paragraph 4 of this Article, the National Bank of Serbia may impose a fine to the leasing grantor and the responsible person in the leasing grantor.
Fine in Paragraph 5 of this Article, for the leasing grantor, may not be less than 3% or more than 20% of the minimum amount of pecuniary part of initial capital referred to in Article 10a Par. 3 and 4 of this law.
Fine in Paragraph 5 of this Article to a person who performs the function of a member of the Board of Directors or a member of the Executive Board of the leasing grantor, may not be smaller than the salary of such person paid in the previous month, nor larger than the sum of salaries paid to such person during the previous six months.
National Bank of Serbia shall prescribe in more detail the conditions and manner of supervision over the operations of the leasing grantor and the imposition of the measures provided for in this Article.
Revocation of a license to conduct the activities of financial leasing
Article 13i
National Bank of Serbia shall revoke the license for the performance of activities of financial leasing, if:
1) License was issued based on false and inaccurate information of the founder of the leasing grantor;
2) Leasing grantor ceases to fulfill the conditions required for the issuance of such licenses;
3) Leasing grantor fails to provide supervision over its operations;
4) It is determined that the pecuniary part of the capital of the leasing grantor is less than that prescribed by this law.
National Bank of Serbia may issue a ruling on revoking of the license to conduct the activities of financial leasing if:
1) Leasing grantor fails to submit required reports, documents and other information about its operations in the prescribed manner and within prescribed deadlines;
2) In a given period the leasing grantor has not implemented the measures ordered by the National Bank of Serbia stated in the ruling wherein those measures were ordered.
The ruling from Paragraphs 1 and 2 of this Article shall be delivered by the National Bank of Serbia to the leasing grantor and the Company Register.
When the National Bank of Serbia revokes the license to perform the activities of financial leasing from the leasing granter, it shall promptly issue a ruling on whether the conditions for the initiation of bankruptcy proceedings have been met, or a ruling on liquidation in accordance with the law, which shall be submitted to the competent court and the Deposit Insurance Agency established by special law (here in after: Deposit Insurance Agency).
The ruling on whether the conditions for initiating of bankruptcy proceedings against the leasing grantor have been met shall be rendered only when liabilities of that leasing grantor exceed its assets.
On the day the ruling on revoking the license to conduct the activities of financial leasing has been rendered, the National Bank of Serbia shall simultaneously impose a measure prohibiting disposal of assets until the opening of bankruptcy procedure or liquidation.
From the day of inscription of the ruling from Paragraphs 1 and 2 of this Article in the Company Register, the leasing grantor whose license for conducting the activities of financial leasing can has been revoke, may not conclude new leasing contract and the rights and obligations under the leasing contracts concluded until the day of description remain unchanged.
Legal transactions of the leasing grantor, whose license to perform the activities of financial leasing has been revoked, which have been concluded in the name and on behalf of the leasing grantor in the period between the rendering of ruling to revoke that license and the opening of bankruptcy procedure or liquidation, shall be null and void.
Monitoring and measuring risk, risk management, system and operations of internal control
Article 13j
The leasing grantor is bound to organize and implement the system of internal controls in a manner that allows continuous identification, measurement and assessment of risks that may negatively affect his business.
The risks specified in Paragraph 1 of this Article, are particularly:
1) Credit risk - the risk of negative effects on the financial result and capital of the leasing grantor due to failure to pay the liabilities of a leasing recipient to the leasing grantor;
2) Operational risk - the risk of negative effects on the financial result and capital of the leasing grantor due to intentional and unintentional error made by employees, inadequate internal procedures and processes, inadequate management of information and other systems in the leasing grantor, and due to the occurrence of unforeseen external event ;
3) Liquidity risk - the risk of negative effects on the financial result and capital of the leasing grantor due to inability to meet its obligations;
4) Business compliance risk - the risk that arises as a result of incompliance of leasing grantor’s operations with the law, by-laws, internal regulations, procedures against money laundering and terrorist financing, as well as professional standards, fair business practices and business ethics of the leasing grantor;
5) Market risk - the risk of negative effects on the financial result and capital of the leasing grantor due to changes in interest rates, exchange rates and other market risks;
6) Risk of exposure (concentration) - the risk of negative effects on the financial result and capital of the leasing grantor due to inadequate diversification of the debtor, or the financing of purchase of the subject of leasing of a lower level of marketability.
Leasing grantor in its enactments prescribed procedures for identification, measurement, assessment and risk management, in accordance with regulations, standards and rules of the profession.
The acts referred to in Paragraph 3 of this Article shall contain:
1) Procedures for identifying, measuring and assessing risk;
2) Procedures for risk management;
3) Procedures to ensure control and consistent implementation of all internal procedures of the leasing grantor in relation to risk management;
4) Procedures for regular reporting to the competent authorities and the National Bank of Serbia on risk management.
National Bank of Serbia may prescribe detailed criteria for identifying, measuring and assessing the risks to which the leasing grantor is exposed in its operations, including the method of calculation of some indicators of the leasing grantor’s operations in connection to the management of risks and restrictions that apply to those risks.
Tasks of identifying, measuring, assessing and managing risks, the leasing grantor may delegate to another person in the financial sector with its headquarters in the territory of the Republic of Serbia.
The person in the financial sector, in terms of Paragraph 6 of this Article, has the meaning set out by the law governing the operations of banks.
By delegating tasks mentioned in Paragraph 6 of this Article, the Board of Directors of the leasing grantor shall not be relieved of responsibility for the legality of carrying out these tasks in accordance with this law.
Article 13k
The leasing grantor is due to perform internal audit.
Internal audit includes the following action in particular:
1) Assessing the adequacy and reliability of internal control system of the leasing grantor;
2) Propose conditions under which risks are properly identified and controlled;
3) Identifying the weaknesses in operations of the leasing grantor and employees;
4) Verification of display of risk management policies and systems of internal control submitted to the National Bank of Serbia.
The leasing grantor shall provide internal audit with the aim to examine, evaluate and monitor the adequacy and efficiency of internal controls systems in accordance with the law.
National Bank of Serbia may prescribe detailed requirements and manner of conducting internal audits.
The leasing grantor may delegate the affairs of internal audit to another person in the financial sector whose headquarters is in the territory of the Republic of Serbia.
The person in the financial sector, in terms of Paragraph 5 of this Article, has the meaning set out by the law governing the operations of banks.
By delegating tasks specified in Paragraph 5 of this Article, the Board of Directors of the leasing grantor shall not be relieved of responsibility for the legality of carrying out of these tasks in accordance with this law.
Bankruptcy and liquidation of the leasing grantor
Article 13l
Deposit Insurance Agency has the function of the bankruptcy or liquidation manager of the leasing grantor, in accordance with the law.
In the procedure of bankruptcy or liquidation of the leasing grantor, bankruptcy or liquidation estate does not include immovable things which are the subject of the leasing contract.
Provisions of the law governing bankruptcy and liquidation procedure of insurance companies shall be applied by analogy to the procedure of bankruptcy or liquidation of the leasing grantor, unless otherwise provided by this law,
Provisions of law regulating the procedure of bankruptcy of enterprises shall apply to the order of settlement of creditors in the procedure of bankruptcy of the leasing grantor.
With the approval of the National Bank of Serbia, the procedure of voluntary liquidation shall be conducted in the leasing grantor whose General Meeting passed a resolution on the termination of that person. Provisions of law regulating the procedure of voluntary liquidation of insurance companies shall apply by analogy to the procedure of voluntary liquidation of the leasing grantor.
RIGHTS AND OBLIGATIONS OF GRANTOR OF LEASING
Obligation of Procuring the Subject of Leasing
Article 14
Grantor of leasing shall be bound to procure, under the specification of the recipient of leasing, the subject of leasing from the supplier designated by the recipient of leasing.
The leasing grantor can not burden with mortgage the real estate given in financial leasing.
Protection in Case of Bankruptcy of Recipient of Leasing
Article 15
In case of bankruptcy of the recipient of leasing, the grantor of leasing shall be entitled to single out the subject of leasing (right of setting apart) out of the bankrupt's estate, in accordance to the Law regulating the bankruptcy proceedings.
The recipient of leasing and the court in charge of carrying out the bankruptcy proceedings shall be bound to notify without delay the grantor of leasing on the instituting of bankruptcy proceedings.
Elimination of Liability for Substantive Defects
Article 16
Unless otherwise stipulated by contract, liable to the recipient of leasing for substantive defects of the subject of leasing shall be the supplier.
Elimination of Liability for Damage Caused by Subject of Leasing
Article 17
A grantor of leasing shall not be liable to the recipient of leasing for damage caused by the subject of leasing, except where the recipient of leasing has suffered damage due to relying on professional qualification of the grantor of leasing, or where the grantor of leasing has participated in the choice of supplier or in making the specification for the subject of leasing, unless otherwise stipulated by contract.
Liability for Defects in Terms of Law
Article 18
A grantor of leasing shall be liable should a third party have a right relating to the subject of leasing, which right excludes, reduces or restricts the unhindered possession of the recipient of leasing, and about whose existence the recipient of leasing has not been notified, nor has he consented to take the subject of leasing encumbered by such a right.
Notifying the Grantor of Leasing
Article 19
Should a third party be a holder of the right specified in Article 18 of the present Law relating to the subject of leasing, the recipient of leasing shall be bound to notify accordingly the grantor of leasing, and to request that he disencumbers, in a reasonable time limit, the subject of leasing from such right or pretension of the third party.
A recipient of leasing who, while failing to notify the grantor of leasing, has initiated and lost the litigation with the third party referred to in paragraph 1 of the present Article, may refer, as far as defects in terms of law are concerned, to the liability of the grantor of leasing, unless the grantor of leasing proves that he has disposed of means apt to deny the third party's claim.
A recipient of leasing shall be entitled to refer to the liability of grantor of leasing, as far as defects in terms of law are concerned, also if he, without notifying the grantor of leasing, has even without litigation recognised the valid right of the third party.
Where in case specified in paragraph 3 of the present Article the recipient of leasing has paid to the third party a specific amount in order to abandon his right, the grantor of leasing may be exempted from liability if he refunds to the recipient of leasing the amount paid, as well as pays the compensation for the damage suffered.
Sanctions in Case of Defects in Terms of Law
Article 20
Should a grantor of leasing fail to proceed as requested by the recipient of leasing in terms of Article 19, paragraph 1 of the present Law, where the subject of leasing is taken away from the recipient of leasing, the contract of leasing shall be repudiated, unless otherwise stipulated by contract.
Should the grantor of leasing fail to proceed as requested by the recipient of leasing in terms of Article 19, paragraph 1 of the present Law, where the unhindered possession of the recipient of leasing is reduced or restricted, the recipient of leasing may repudiate the contract if, due to that, the purpose of contract may not be effected, or he may request the proportional reduction of the leasing fee.
In the case specified in paragraphs 1 and 2 of the present Article, the recipient of leasing shall be entitled to compensation of the damage suffered.
Where the recipient of leasing, at the moment of concluding the contract of leasing, was aware that the subject of leasing may be taken away, or that its unhindered possession may be reduced or restricted, he shall not be entitled to compensation of damage, if such a possibility comes to being.
Contractual Limitation or Exclusion of Liability of Grantor of Leasing
Article 21
Liability of grantor of leasing for defects in terms of law relating to the subject of leasing may not be limited or excluded by contract.
Transfer of Right of Ownership over the Subject of Leasing
Article 22
A grantor of leasing may transfer onto a third party - leasing grantor under this law the right of ownership over the subject of leasing.
In case of transferring the right of ownership over the subject of leasing, specified in paragraph 1 of the present Law, the third party shall take the position of the grantor of leasing, so that rights and obligations on the ground of the contract of leasing shall take place between himself and the recipient of leasing.
In the case referred to in paragraph 1 of the present Article, the third party may not request from the recipient of leasing the delivery of the subject of leasing prior to expiration of the period of time for which the contract of leasing has been concluded.
The transfer of right of ownership over the subject of leasing onto a third party may be excluded by contract or may be stipulated otherwise.
RIGHTS AND OBLIGATIONS OF RECIPIENT OF LEASING
Taking over of the Subject of Leasing
Article 23
A recipient of leasing shall be bound to take over the subject of leasing in the manner and at the time and location as stipulated by contract.
Rescission of Contract due to Non-delivery
Article 24
If a supplier fails to deliver the subject of leasing to the recipient of leasing, if he is late in delivering it, or where the subject of leasing has a substantive defect, the recipient of leasing, in accordance to the Law regulating obligations (contracts and torts), may deny the delivery or repudiate the contract of leasing, and shall be entitled to compensation of damage.
In the event specified in paragraph 1 of the present Article, the grantor of leasing may keep the contract valid if he himself delivers without delay the subject of leasing to the recipient of leasing, under the terms stipulated by contract of leasing.
Until the fulfillment of the obligation of delivery that is entirely in accordance to the contract of leasing, the recipient of leasing shall be entitled to discontinue the payment of fee that, on the ground of contract of leasing, he should otherwise be obliged to pay to the grantor of leasing.
A recipient of leasing who has repudiated the contract shall be entitled to refund of the fee already paid in accordance to the contract of leasing, reduced by the amount representing the compensation for the benefit realised by the recipient of leasing from the subject of leasing (reasonable amount).
Utilization of the Subject of Leasing
Article 25
A recipient of leasing shall be bound to utilise the subject of leasing by applying the attention of a good businessman, i.e. a good master of the house.
The recipient of leasing shall be bound to utilise the subject of leasing in accordance to the contract or the purpose of the subject of leasing.
The recipient of leasing shall be liable for damage caused by using the subject of leasing contrary to the contract or purpose of the subject of leasing, regardless of whether the subject of leasing has been used by him, by a person working at his order, or by another person enabled by him to use the subject of leasing.
Maintenance of the Subject of Leasing
Article 26
A recipient of leasing shall be bound to maintain the subject of leasing in working condition and to make necessary repairs of the subject of leasing.
The recipient of leasing shall be liable for damage caused by the failure of maintaining the subject of leasing in working condition.
Article 27
A recipient of leasing shall be bound to pay to the grantor of leasing a leasing fee in the amounts, at the time-limits, and in the way as stipulated by the contract of leasing.
Rescission of Contract due to Failure to Pay the Leasing Fee
Article 28
A grantor of leasing may repudiate the contract should the recipient of leasing fail to pay the first installment on time.
Where after the payment of first installment the recipient of leasing fails to pay on time one or several consecutive installments whose total amount makes one quarter of the entire fee, the grantor of leasing may repudiate the contract, or may request from the recipient of leasing the payment of the remaining fee, including the interest.
By exception to the provisions specified in paragraphs 1 and 2 of the present Article, should the recipient of leasing fail to pay one installment, the grantor of leasing may repudiate the contract as far as all future obligations of payment are concerned, if it is obvious that, on the ground of given circumstances, they too would not be fulfilled.
The grantor of leasing intending to repudiate the contract out of reasons specified in paragraphs 1 through 3 of the present Article, shall be bound to leave to the recipient of leasing an adequate subsequent time-limit for the fulfillment of the obligation.
Should the recipient of leasing fail to fulfill the obligation within the time-limit referred to in paragraph 4 of the present Article, the contract of leasing shall be repudiated on the ground of the Law itself.
In the events specified in paragraphs 1 through 3 of the present Article, the recipient of leasing may keep the contract valid after giving a corresponding security.
Rescission of contract due to failure of payment of the leasing fee may be regulated by contract in another way, within the limits of compulsory regulations, the public order, and the good usage.
Article 29
A grantor of leasing who repudiates the contract due to failure of payment of the leasing fee out of reasons specified in Article 28 of the present Law, or in the contract of leasing, shall be entitled to the return of the subject of leasing, as well as to compensation of the damage suffered.
Special Procedure for Acquiring Possession over the Subject of Leasing
Article 30
At the proposal of the contracting parties, the court of law shall determine the date of summons at which it shall find, in the minutes, that the contracting parties have come to agreement that, in case of failure to pay the leasing fee in due time on the part of the recipient of leasing in accordance to contract, the grantor of leasing shall be entitled to take over the possession of the subject of leasing.
The signed minutes of the agreement of contracting parties, referred to in paragraph 1 of the present Article, shall have the force of official court settlement.
Should the recipient of leasing fail to fulfill the obligation of payment of the leasing fee on time in accordance to contract, and should he fail to voluntarily hand over to the grantor of leasing the subject of leasing, the grantor of leasing may address the court of law with a request for rendering a ruling on taking away the subject of leasing from the recipient of leasing, or from a person actually in possession of the subject of leasing, and on handing over the possession of that subject to the grantor of leasing.
Enclosed to the request referred to in paragraph 3 of the present Article shall be the signed minutes relating to agreement of the contracting parties specified in paragraph 1 of the present Article.
The court of law shall be bound to decide on the request referred to in paragraph 3 of the present Article within three days from the day of submitting the request.
The procedure of taking away of the subject of leasing shall be conducted within three days from the day of rendering the ruling by which the request referred to in paragraph 3 of the present Article has been granted.
The ruling on taking away of the subject of leasing from the recipient of leasing or the person in possession of the subject of leasing may be objected by the recipient of leasing, within three days from the receipt of the ruling, by claiming that he has fulfilled the duty of payment, which claim has to be supported by evidence in writing.
The objection specified in paragraph 7 of the present Article shall not postpone the execution.
The court of law shall decide on the objection referred to in paragraph 7 of the present Article in accordance to the Law regulating the execution procedure.
Unless otherwise specified by the present Law, the procedure applicable to acquiring the possession over the subject of leasing shall be subject to the Law regulating the execution procedure.
Article 31
Compensation of damage caused by the failure to pay the leasing fee should bring the grantor of leasing into a position in which he would have been were the recipient of leasing fulfilled his obligation in accordance to the contract.
The manner of calculating the amount of damages may be stipulated by contract, which amount shall not exceed the one specified in paragraph 1 of the present Article.
Risk of Accidental Loss of or Damage to the Subject of Leasing
Article 32
Risk of accidental loss of or damage to the subject of leasing shall be born by the recipient of leasing.
Unless otherwise stipulated by contract, the risk shall be incurred by the recipient of leasing at the moment of taking over the subject of leasing.
Returning the Subject of Leasing
Article 33
After the termination of contract, the recipient of leasing shall be bound to return to the grantor of leasing, or the person designated by the grantor of leasing, the undamaged subject of leasing, together with accessories, unless the right has been stipulated in the contract of the recipient of leasing to buy up the subject of leasing, or to extend the validity of contract.
The recipient of leasing shall not be liable for the wearing out of the subject of leasing as a consequence of its regular use, the same applying to alterations effected in agreement with the grantor of leasing.
Article 34
Unless otherwise stipulated by contract, the recipient of leasing shall be obliged to insure the subject of leasing against risks provided for by the contract.
Handing over the Subject of Leasing to Another for Use
Article 35
After obtaining a consent in writing of the grantor of leasing, the recipient of leasing may hand over the subject of leasing, in its entirety or in parts, to a third party for use.
The grantor of leasing may repudiate the contract and may request indemnity, if the recipient of leasing has handed over the subject of leasing to a third party for use, without his consent in writing.
The special procedure for acquiring possession over the subject of leasing referred to in Article 30 of the present Law may be applied also in case of repudiating of contract specified in paragraph 2 of the present Article.
Handing over of the subject of leasing to a third party for use shall not exempt the recipient of leasing from the obligation assumed by the contract of leasing in favor of the grantor of leasing.
The handing over of subject of leasing to a third party for use may be excluded by contract, or may be stipulated otherwise.
RIGHTS AND DUTIES OF SUPPLIER
Delivery of the Subject of Leasing
Article 36
Unless being stipulated by contract of leasing that the subject of leasing be delivered by the grantor of leasing, the supplier shall be bound to deliver the subject of leasing to the recipient of leasing in working condition, together with accessories, and in the way, at the time and on the location as stipulated by the contract of delivery.
Article 37
Where the recipient of leasing has agreed with the contents of the contract entered into between the grantor of leasing and the supplier, on the ground of which the grantor of leasing has acquired the right of ownership over the subject of leasing, subsequent alterations of that contract shall have no effect for the recipient of leasing, unless he has accepted them.
Liability of Supplier Towards the Recipient of Leasing
Article 38
If the supplier fails to deliver the subject of leasing to the recipient of leasing, if he fails to deliver it on time, or if the subject of leasing has a substantive defect, the recipient of leasing shall have against the supplier the rights that, in terms of the Law regulating the obligations (contracts and torts), he would otherwise have as a party in a contract with the supplier.
By exception to paragraph 1 of the present Article, the recipient of leasing shall not be entitled, without the consent of the grantor of leasing, to repudiate or cancel the contract concluded between the grantor of leasing and the supplier, which shall apply also to the right to claim the price reduction.
The supplier shall not be liable for one and the same damage to the grantor of leasing and the supplier.
Joint and Several Liability of Grantor of Leasing and Supplier
Article 39
If the grantor of leasing has chosen the supplier, he shall be jointly and severally liable to the recipient of leasing if the subject of leasing is not delivered to the recipient of leasing, if it is not delivered on time, or if the subject of leasing has a substantive defect.
TERMINATION OF CONTRACT OF LEASING
Article 40
The contract of leasing shall be terminated by expiration of time-limit stipulated for the validity of contract.
Loss of Subject of Leasing due to Force Majeure
Article 41
Contract of leasing shall be terminated should the subject of leasing be destroyed by a case of Force Majeure.
Rights to Buy Up or to Extend the Contract
Article 42
Subject of leasing shall not become the property of the recipient of leasing by expiration of the time-limit stipulated for the validity of contract of leasing.
The contract of leasing may provide for a right of the recipient of leasing to buy up, after the expiration of the time-limit stipulated for the validity of contract, the subject of leasing, at the price as stipulated by contract, or for a right to extend the validity of contract of leasing (right of option).
The recipient of leasing shall be bound to notify the grantor of leasing of his decision to buy up the subject of leasing, or to extend the validity of contract of leasing, within one month at the latest prior to the expiration of time-limit stipulated for the validity of contract.
IMPLEMENTATION OF LAW GOVERNING THE PREVENTION OF MONEY LAUNDERING AND FINANCING OF TERRORISM
Article 42a
Financial leasing grantor shall, at the conclusion of leasing contract and contract on delivery, as well as during the duration of the rights and obligations under those contracts, under take actions and measures to prevent and detect money laundering and financing of terrorism, prescribed by the provisions of the law governing prevention of money laundering and financing of terrorism.
National Bank of Serbia may prescribe more detail requirements and manner in which the leasing grantor determines and verifies the identity of the party and take other actions in the capacity of a taxpayer from the law governing prevention of money laundering and financing of terrorism.
FINANCIAL LEASING REGISTRY
Article 43
Financial leasing registry shall be a public registry for filing, in accordance to the present Law, the data relating to contracts of leasing that are concluded between natural and legal persons.
Financial leasing registry (hereinafter: registry) shall be an integral electronic data base, whose foundation shall be the central data base keeping safe all the data entered into the registry.
Local registry units shall be established in the territory of the Republic of Serbia.
The central data base shall be accessible by way of local registry units for the purpose of entering into the registry and searching.
Competence for Keeping the Registry
Article 44
The registry shall be kept by the Agency for Commercial Registries (hereinafter: Agency) through the Registrar.
The Registrar shall be appointed and acquitted of duty by the Managing Board of the Agency, after obtaining agreement of the Government of the Republic of Serbia.
The Registrar shall be appointed for a four year period, with the proviso that the same person may be reappointed.
The Registrar may be acquitted of duty prior to the expiry of the period he is appointed for, i.e.:
1) at the request of the Registrar;
2) should the Registrar fail to perform his function in conformity with the law;
3) on the ground of other reasons specified by law.
Article 44a
The Registrar shall have authorities and obligations to:
1) take care of the lawful, systematic and timely keeping of the Registry;
2) determine in details the mode of keeping the Registry;
3) pass decisions on demands for filing;
4) prescribe the form and substance of the filing forms;
5) undertake other actions necessary for flawless and regular functioning of the Registry in conformity with the law.
The Registrar shall be independent in working on individual files, within the framework of authorities specified by the present Law, and/or other regulations.
Article 45
The registry shall be accessible to all persons, regardless of location and territory of their addressing the registry for the purpose of entering a contract of leasing into the registry, or of searching.
Article 46
Data that are entered and kept safe in the registry shall be open to general public.
At the request by an interested person, the organisation keeping the registry shall issue a certified transcript relating to data kept safe in the registry, as well as a transcript confirming that the registry does not include data on a financial leasing relating to a specific matter.
Article 47
A fee shall be paid to the Agency specified in Article 44 of the present Law for entering and deleting the Registry data, as well as for other services supplied in conformity with the law.
The amount of fee specified in paragraph 1 of the present Article shall be determined by the Managing Board of the Agency, in agreement with the Government of the Republic of Serbia.
Effects of Entering Data in the Registry on Third Parties
Article 48
It shall be considered that third parties are acquainted with the existence of a contract of leasing on the ground of its being entered in the registry.
No one may claim that he is not aware of data relating to financial leasing which are entered in the registry in accordance to the present Law.
Data entered in the registry shall not make evidence of the existence of property and other rights over the subject of leasing, which shall apply also to the validity of any legal transaction.
Article 49
The grantor of leasing shall be bound to submit the request for entering the contract of leasing within seven days from the day of delivery of the subject of leasing, and the request for amending the data of the contract of financial leasing, as well as deletion of data from the Registry, within seven days from the moment of taking place of the fact causing such amendment, and/or deleting of data.
The request specified in paragraph 1 of the present Article may be submitted also by the recipient of leasing, if so stipulated by the contract of financial leasing.
Liable for damage caused to a third party acting in good faith, due to failure to fulfill the duty of entering specified in paragraph 1 of the present Article, shall be the grantor of leasing, and liable jointly and severally with him shall be also the recipient of leasing, if the contract of financial leasing provides that he, too, may submit the request for entering in the Registry.
The request for entering an annotation of the court dispute for the purpose of protecting rights and interest, relating to the subject of financial leasing or the contract of financial leasing, may be submitted by every interested person.
Article 50
The Registry shall include:
1) data relating to the grantor of leasing and the recipient of leasing, and data relating to delivered subjects of leasing only if so demanded by the submitter of the request;
2) data making more precise the subject of leasing;
3) data on the contract of financial leasing (number assigned by the grantor, the day of conclusion and the period of validity of contract);
4) data on the existence of a litigation in relation to the subject of leasing and the contract of financial leasing;
5) data on the termination of the contract of leasing;
6) other data in conformity with the law.
If the party in a financial leasing transaction is a domestic natural person, the data specified in paragraph 1, item 1 of the present Article shall refer to the name, surname, perusal identification number and the place of residence of such person, and if the party in a financial leasing transaction is a foreign natural person, the data specified in paragraph 1, item 1 of the present Article shall refer to the name, surname, passport number and country of issuing it.
If the party in a financial leasing transaction is a domestic juridical person, the data specified in paragraph 1, item 1 of the present Article shall refer to the business name and identification number, and if the party in a financial leasing transaction is a foreign juridical person, the data specified in paragraph 1, item 1 of the present Article shall refer to business name, designation under which it is entered in the foreign registry of commercial entities, the title of such registry and the name of the state where its head office is situated.
Entered into the Registry shall be also all changes of data specified in paragraph 1 of the present Article.
There shall be a trace left in the Registry relating to data specified in paragraph 1 of the present Article that are deleted from the Registry.
Article 51
Documentation on the ground of which an entry in the Registry has been effected shall be an integral part of the Registry until its transforming into electronic form.
After the transforming of documentation specified in paragraph 1 of the present Article into electronic form and entering into the Registry, such documentation shall be kept safe in conformity with regulations covering the archival materials.
Procedure of Making an Entry into the Registry
Article 51a
The procedure of making an entry into the Registry shall be initiated by submitting a request for making an entry (hereinafter: request).
The request shall be submitted on a prescribed form that includes data specified in Article 50 of the Law.
Enclosed to the request shall be:
1) documentation on the ground of which an entry into the Registry is requested (contract, an annex to the contract, a court decision and the like);
2) evidence confirming that the fee for making an entry has been paid.
The request for making an entry shall be submitted in the language and letter that are in official use in the Republic of Serbia.
Where the documentation enclosed to the request is written in a foreign language, the applicant shall be bound to enclose its certified translation as well.
Article 51b
The Registrar shall check:
1) if the applicant signing the request is authorised to submit it;
2) if the request includes all required data;
3) if all necessary documentation is enclosed to the request in conformity with the law;
4) if data included in the request are identical to data in the documentation enclosed to the request;
5) if the evidence confirming the payment of fee for making the entry in the registry are enclosed to the request.
The Registrar shall not examine the accuracy of data and the authenticity of documents enclosed to the request.
Article 51c
The Registrar shall decide on the request by a ruling or a conclusion.
The ruling shall be a mode of approving the entry into the Registry or deletion of data from the Registry, if so required in the request.
The conclusion shall be a mode of denying the request, if it was not submitted in conformity with the present Law.
The Registrar shall be bound to hand back to the applicant, together with the conclusion on denying the request, the original documentation submitted in writing.
Article 51d
A complaint may be lodged against the ruling and the conclusion specified in Article 51c of the present Law within 15 days following the day of forwarding the ruling, unless otherwise specified by the law.
The complaint shall be submitted, through the Agency, to the minister in charge of economic affairs.
Article 51e
Matters regarding the procedure of making entries into the Registry, and that are not regulated separately, shall be appropriately subject to provisions of the law regulating the general administrative procedure.
Article 51f
Data that are entered into the Registry shall be made public simultaneously on the Internet pages of the Agency.
PENAL PROVISIONS
Article 51g
A fine of 300,000 to 3,000,000 dinars shall be imposed, for the commercial offense, on:
1) Legal entity engaged in financial leasing transactions, without fulfilling requirements of Article 10 of this law (Article 10);
2) Legal or natural person if it had, without consent of the National Bank of Serbia, acquired direct or indirect ownership of stakes/shares of the leasing grantor, which enables him 10% or more of management rights (Article 13b Paragraph 1).
For the commercial offense referred to in Paragraph 1 of this Article the responsible person in a legal entity shall be imposed with a fine of 20,000 to 200,000 dinars.
For the commercial offense referred to in Paragraph 1 of this Article, a court may impose on a legal person, along with the fine, the protective measure of prohibition of carrying out activities for a period of six months to 10 years.
Article 51h
A fine of 100,000 to 1,000,000 dinars shall be imposed on the leasing grantor if:
1) It does not deliver to the National Bank of Serbia the documentation referred to in Article 13d and Article 13f Paragraph 2 of this law in the prescribed manner and within prescribed deadlines (Article 13d and Article 13f Paragraph 2);
2) It does not set aside reserve funds in accordance with the regulation of the National Bank of Serbia referred to in Article 13f Paragraph 1 of this law (Article 13f Paragraph 1);
3) It does not submit to the Agency the documentation referred to in Article 13a Paragraph 9, Article 13b Paragraph 8 and Article 49 Paragraph 1 of this law, in the prescribed deadlines (Article 13a Paragraph 9, Article 13b Paragraph 8 and Article 49 Paragraph 1).
For the acts referred to in Paragraph 1 of this Article the responsible person of the leasing grantor shall be punished for the misdemeanor with the fine ranging from 10,000 to 50,000 dinars.
TRANSITIONAL AND CONCLUDING PROVISIONS
Article 52
Contracts of leasing that are concluded prior to 1 January 2004 shall be entered in the registry from the day of commencement of the application of provisions of Article 43 through 51 of the present Law, and until 31 January 2004, at the latest.
The present Law shall come into force on the eighth day from its publication in the "Official Herald of the Republic of Serbia", while the provisions of Article 43 through 51 of the present Law shall apply from 1 January 2004.
Independent Articles of the Law on Amending the Law on Financial Leasing
("Official Herald of the RS", No. 61/2005)
Article 12
Commercial companies that are grantors of leasing and are established until the day of coming into force of the present Law shall be bound to bring into accordance their business activity with the provisions of the present Law, within six months following the day of its coming into force.
Commercial companies that are grantors of leasing and are established until the day of coming into force of the present Law which fail to bring into accord their business activity with the provisions of the present Law, within the time limit specified in paragraph 1 of the present Article, shall cease to work after the conducted proceedings of winding-up at the charge of the entity of winding-up, which proceedings shall be instituted by the Agency for Commercial Registries in line of duty, and shall be deleted from the registry of commercial entities.
Article 13
Contracts of leasing concluded until the day of coming into force of the present Law shall remain valid until the expiry of the time limit of validity of obligations from such contracts.
Article 14
The present Law shall come into force on the eighth day following the day of publication in the "Official Herald of the Republic of Serbia".
Independent Articles of the Law on Amending the Law on Financial Leasing
("Official Herald of the RS", No. 31/2011)
Article 27
Regulations in the Articles 11, 12, 13, 14 and 18 of this law shall be rendered by the National Bank of Serbia within six months from the date of this law’s entry into force.
Article 28
Leasing grantors who obtained the license of the National Bank of Serbia for the performance of financial leasing activities, in accordance with the Law on Financial Leasing ("Official Herald of RS", No. 55/03 and 61/05) are obliged to harmonize their operations with the provisions of this law within one year from the date of this law’s entry into force.
Harmonization in Paragraph 1 of this Article involves the obligation of the leasing grantor to:
1) Pay the missing amount of initial capital as determined by Article 9 this law (newly proposed Article 10a);
2) Harmonizes the Memorandum of Association with the provisions of Article 9 of this law (newly proposed Article 10b) and establishes bodies prescribed under that Article;
3) Obtains consent of the National Bank of Serbia, stipulated by Article 13 of this law (newly proposed Article 13c).
If the leasing grantor under Paragraph 1 of this Article does not harmonize its operations with the provisions of this law within the period referred to in Paragraph 1 of this Article, the National Bank of Serbia shall render a decree on revoking the license of the leasing grantor to conduct financial leasing activities.
Article 29
Regulations enacted based on under the Law on Financial Leasing ("Official Herald of RS", No. 55/03 and 61/05) shall apply until the beginning of the application of regulations enacted based on this law, if not inconsistent with this law.
Article 30
This law shall enter into force on the eighth day after its publication in the "Official Herald of the Republic of Serbia."