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This Law shall govern the establishment, operation and organisation of banks, the manner of management of banks, as well as the control, restructuring and termination of banks' operations.

A bank shall mean a joint-stock company based in the Republic of Serbia, which has been issued its operating licence by the National Bank of Serbia, which conducts deposit and credit transaction and may conduct other transactions in compliance with law.

Deleted.

A foreign bank shall mean a legal entity based outside the Republic of Serbia, which is established in conformity with the laws of its country of its origin and registered as a bank in conformity with such laws, which has the operating licence issued by the regulatory authority of such country and which conducts deposit and credit transactions.

A branch shall mean an organisational part of a bank, which does not have the status of a legal entity and which conducts the transactions a bank may conduct in accordance with this Law.

A representative office shall mean an organisational part of a bank situated abroad or of a foreign bank in the Republic of Serbia, which does not have the status of a legal entity, does not conduct the transactions that may be conducted by a bank, but engages in market surveying instead and which represents the bank, and/or foreign bank an integral part of which it is.

The regulatory authority shall mean a national authority that is authorised by the regulations of a certain country to issue and revoke operating licences to persons in the financial sector, to perform control of such persons, and/or supervision of such persons or regulate their operation, as well as the appropriate authority of the European Union with such competences in accordance with the regulations of the union.  

The country of origin shall mean the country in which a foreign bank or some other financial sector person has been established and issued the operating licence.

A deposit shall have the meaning provided by the law governing deposit insurance.

A credit shall have the meaning provided by the law governing contracts and torts.

A financial sector person shall mean a bank, insurance company, sponsor of securities issuing, investment and pension fund management company, broker-dealer company, financial leasing company and other legal entities engaged mainly in the financing activities in the country and abroad.

Indirect ownership shall mean the possibility for a person having no direct ownership in a legal entity to exercise proprietary rights in that legal entity using the direct ownership of another person in that legal entity.

Participation shall mean a qualified, significant and controlling participation.

A qualified participation shall be deemed existent in the following cases:

1) When a person has direct or indirect voting rights or is able to exercise at least 5% of voting rights in a legal entity or owns directly, and/or indirectly at least 5% of that legal entity's capital, or

2) When a person is able to exert effective influence on management of a legal entity or on that entity's business policy.

A significant participation shall be deemed existent in the following cases:

1) When a person has the direct or indirect right or is able to exercise at least 20% of voting rights in a legal entity, and/or owns directly or indirectly at least 20% of that legal entity's capital, or

2) When a person is able to exert significant effective influence on management of a legal entity or on that entity's business policy.

 A controlling participation shall be deemed existent in the following cases:

1) When a person has direct or indirect voting right or is able to exercise at least 50% of voting rights in a legal entity, and/or owns directly or indirectly at least 50% of that legal entity's capital, or

2) When a person is able to choose at least a half of members of the board of directors or some other managing or controlling authority of that legal entity, or

3) When a person is able to exert predominant effective influence on management of a legal entity or on that entity's business policy.

A parent company of a legal entity shall mean a company that has a controlling participation in such entity.

A dependent company of a legal entity shall mean a company in which such entity has a controlling participation.

An affiliated company of a legal entity shall mean a company in which such entity has a significant participation.

A subordinate company of a legal entity shall mean a dependent or affiliated company of such entity.

A group of companies shall mean a group consisting of the ultimate parent company of a legal entity, its subordinate companies and affiliated companies of the dependent companies of a legal entity.

Ultimate parent company of a group of companies shall mean a legal entity in which no other legal entity has a controlling participation.

A banking group shall mean a group of companies consisting of financial sector persons exclusively and in which at least one bank has the status of the ultimate parent company or the status of a dependent company.

A banking holding company shall mean the ultimate parent company in a group of banks, which is not a bank. If the ultimate parent company cannot be identified reliably, it is to be identified by the National Bank of Serbia.

Related persons shall mean persons/entities who meet at least one of the following conditions:

1) That two or several legal entities or natural persons are related in such a way that one of them has a significant or controlling participation in the other legal entity or legal entities;

2) That two or several legal entities or natural persons, among whom there is no relationship referred to in item 1) of this paragraph, are related in such a way that there is a possibility that due to the deterioration of financial position of one of the persons/entities, the other person'/entity' or persons'/entities' ability to fulfil its/their obligations deteriorates;

3) That two or several legal entities or natural persons are related in such a way that a natural person is a member of the board of directors or executive board or other management body of the other legal entity or legal entities;

4) That two or several legal entities or natural persons are related in such a way that family members of the natural person have significant or controlling participation in the other legal entity or legal entities, and/or that they are members of the board of directors or executive board or other management body of such legal entities;

5) That the family members of the natural persons who are members of the board of directors or executive board or other management body, or persons with special powers and responsibilities of a legal entity, are at the same time members of the board of directors or executive board or other management body or persons with special powers and responsibilities of other legal entity or legal entities.

Persons related to a bank shall mean the following ones:

1) Members of a banking group to which that bank belongs;

2) members of the board of directors and executive board of a bank, members of the committees of a bank defined under this Law, members of the controlling and managing bodies of a banking group to which such bank belongs, as well as family members of such persons;

3) Persons having a participation in a bank and persons who are members of the banking group to which that bank belongs, as well as family members of such persons;

4) Legal entities in which the persons referred to in items 2) and 3) of this paragraph have a controlling participation.

Family members of the natural person shall mean the following ones:

1) His/her blood relative in the direct line, blood relative in the collateral line to the third degree of consanguinity, as well as a spouse and an extra-marital partner of such persons;

2) His/her spouse and extra-marital partner and their blood relatives up to the first degree of consanguinity;

3) His/her adoptive parent or adopted child, as well as the descendants of the adoptee;

4) Other persons that live with such person in the same household.

Undercapitalised bank shall mean a bank capital adequacy ratio of which is lower than the prescribed one, and/or capital of which is lower than the prescribed one, as well as the bank capital adequacy ratio of which is lower than the one determined by the National Bank of Serbia, in accordance with Article 23 of this Law.

Systemically important banks shall mean a bank financial condition deterioration or termination of operation of which would have serious negative consequences on the stability of the financial system. Systemically important banks shall be designated by the National Bank of Serbia on the basis of the criteria and methodology it prescribes, and which particularly take into account the size of a bank, its interconnectedness with other participants in the financial system and its substitutability in such system, as well as the complexity of its operations.  

Authority competent for restructuring shall mean a national authority that is authorised by the regulations of a certain country to undertake measures towards persons in the financial sector that correspond to the measures of restructuring referred to in this Law, as well as the appropriate authority of the European Union with such competences in accordance with the regulations of the union.

Critical functions shall mean activities, services or operations interruption of which would probably lead to endangering of the stability of the financial system or to disturbances in the provision of essential services to the real sector due to the size, market share and the interconnectedness of the entity which performs them with the other participants in the financial system, and particularly taking into account the possibility of someone else taking over undisturbedly the performance of such activities, services or operations.

Key business activities shall mean commercial activities and services associated with such activities by performance of which substantial portion of revenue of the bank or banking group to which the bank belongs is achieved.  

Rating agency shall mean a person/an entity engaged in assigning a credit rating to legal entities and/or financial instruments.

The basic provisions of the law governing companies that regulate the establishment of a company, liability of founders and other persons, registered office and name, representation and proxies, persons having duties to an association, individual and derivative action and information, publication and prescription, as well as the provisions of such law referring to shares and other securities of joint-stock companies, shall apply to banks, unless they are contrary to this Law.