Law on Associations and Foundations of the Republic of Srpska

CHAPTER I

GENERAL PROVISIONS

Article 1.

The Law on Associations and Foundations (hereinafter: the Law) governs the establishment, registration, internal organization and termination of associations and foundations.

Article 2.

For the purposes of this law, an association is any form of voluntary association of several natural or legal persons for the advancement or achievement of a common or general interest or goal, in accordance with the Constitution and the law, whose primary purpose is not to make a profit.

A foundation is a legal entity without members, established to administer specific assets in the public or common interest.
Associations and foundations enjoy customs, tax and other exemptions for their activities in accordance with the law.

Article 3.

Associations and foundations independently determine their objectives and activities in accordance with the Constitution and the law.

The statute and activities of an association or foundation may not contravene the constitutional order or be aimed at its violent overthrow, inciting national, racial or religious hatred and intolerance, or discrimination prohibited by the Constitution and the law. The objectives and activities of associations and foundations may not include involvement in the election campaigns of political parties and candidates, fundraising for political parties and candidates, or financing candidates or political parties.

Article 4.

Associations or foundations may engage in activities that generate profit (economic activities) only if making a profit is not their primary statutory objective.

Any surplus of income over expenditure generated by conducting a business activity must be invested in the core statutory activities of the association or foundation. Direct or indirect distribution of the surplus of income over expenditure from a business activity to founders, association members, members of governing bodies, responsible persons, employees, donors or third parties is not permitted.

The restriction in the previous paragraph does not apply to reasonable compensation or reimbursement of expenses related to the achievement of the objectives of activities set out in the association's or foundation's statute.

Associations or foundations may engage in economic activities that are directly related to achieving their basic statutory objectives and activities (related economic activities) without being required to establish a separate legal entity. Associations or foundations engage in economic activities that are not directly related to achieving their statutory objectives and activities (unrelated economic activities) through a separately established legal entity.
No provision of this article shall restrict the property of an association or foundation referred to in Article 35 of this Law.

Article 5.

Associations and foundations submit an annual activity report and financial report in accordance with the law, other regulations and their statutes.

Article 6.

Associations and foundations have a name and registered office.

Associations and foundations must use their name when carrying out their activities.

The name of an association or foundation whose registered office is in Republika Srpska shall be in an official language of Republika Srpska. Associations and foundations may have their own logo.

The name and logo of an association or foundation must be clearly distinguishable from the names and logos of other associations and foundations.

The name of an association or foundation may, if provided for in its statute, be entered in the register in one or more foreign languages, provided that the name in an official language is entered first.
By way of exception to paragraphs 3 and 6 of this Article, the name of an association or foundation may contain certain foreign words if they form part of the name of an international organization of which the association or foundation is a member, if such words are commonly used in an official language, if there is no equivalent word in an official language, or if the words are in a dead language.

In addition to its full name, an association or foundation may also use an abbreviated name.

If two or more associations or foundations apply for registration under the same name, the application submitted earlier shall be selected. The provisions of Article 29, paragraphs 1 and 2 of this Law shall apply accordingly to an association or foundation that submits a later application for registration under the same name.

If such an entry has already been made, the registration authority shall issue a decision requiring the association or foundation registered later to change its name within 30 days. Failure to comply with the decision shall result in proceedings to remove the association or foundation from the register in accordance with the law.

Article 7.

If the activities of an association or foundation do not contravene this law, an association or foundation based in the Federation of Bosnia and Herzegovina may operate freely in the territory of the Republika Srpska, without further administrative requirements.

Article 8.

The law may entrust an association or foundation with the exercise of public powers.

CHAPTER II

ASSOCIATIONS

1. ESTABLISHMENT OF AN ASSOCIATION

Article 9.

An association may be established by at least three natural or legal persons. An association is established by adopting a founding act.

After its establishment, an association may acquire legal personality by being entered in the register (the principle of voluntary registration).

Article 10.

The association’s founding assembly adopts the founding act and the association’s statute, and appoints its governing bodies.

Article 11.

The founding act of an association contains:

- the names and addresses, or the name and registered office, of the founders;

- the name, registered office and address of the association;

- the basic objectives of establishing the association;

- the name and surname of the person authorized to carry out the registration in the register of associations;

- the founders’ signatures and unique personal identification numbers, if the founders are citizens of Republika Srpska or Bosnia and Herzegovina.

Article 12.

The association’s statute contains provisions governing:

- the name and registered office of the association;

- the objectives and activities of the association;

- the procedure for admitting and expelling members;

- the rights and obligations of association members;

- the association’s governing bodies, the method of their election and dismissal, their powers, quorum and voting rules, including specific matters to be decided by a qualified majority, the duration of their terms of office, and the procedure for convening the assembly;

- the procedure for submitting the financial report and the activity report;

- the rules governing the acquisition and use of the association’s funds; the body authorized to supervise the use of those funds;
- the procedure for amending and supplementing the statute; the authority and procedure for adopting other general acts;

- the form and content of the association’s seal;

- representation;

- the conditions and procedure for merging, dividing, transforming or terminating the association;

- the procedure for distributing the remaining assets in the event that the association ceases to operate.

The statute may also contain other provisions that are not contrary to this law.

Article 13.

An association may merge with, split into or transform into another association or foundation.

An association may establish branches, offices, clubs or other organizational and legal forms, in accordance with its statute.

2 MEMBERSHIP

Article 14.

Any natural or legal person who voluntarily joins an association in the manner prescribed by its statute may become a member. Minors may be members of an association and participate in its work as members in the manner prescribed by the statute.

3. ASSOCIATION BODIES

Article 15.

The Assembly is a mandatory body of the association.

Unless otherwise provided by the statute, the Assembly shall consist of all members of the association, each with equal voting rights. The association’s statute may also provide for other bodies.

If the statute does not provide for the establishment of a management board or another governing body, the Assembly shall appoint one or more persons to represent the association in legal transactions.

Article 16.

Association Assembly:

- adopts the statute, amendments and supplements thereto, and other acts specified by the statute;

- approves legal actions taken on behalf of the association before its entry in the register;

- decides on the merger, division, transformation, dissolution and other changes in the status of the association;

- elects and removes members of the management board or the person authorized to represent the organization;

- reviews and approves the financial report on operations prepared by the board of directors or an authorized person;

- decides on other matters not within the competence of another body.

Article 17.

The board of directors or the person authorized to represent the foundation:

- prepares meetings of the assembly;

- prepares and proposes amendments to the statute and other instruments adopted by the assembly;

- implements the policies, conclusions and other decisions adopted by the assembly;

- manages the association’s assets;

- submits the association’s financial and activity reports;

- performs other duties specified in the statute.

CHAPTER III

FOUNDATIONS

1. ESTABLISHMENT OF FOUNDATIONS

Article 18.

A foundation may be established by one or more natural or legal persons (hereinafter: the founder). A foundation may be established by a contract, a will, or another legally valid instrument.

Unless otherwise provided in the statute, the foundation shall be deemed to have been established for an indefinite period. The founder or a person authorized by the founder shall adopt the foundation’s founding act and statute.

Article 19.

The foundation’s founding act shall contain:

- the founder’s first name, surname and address, or name and registered office,

- the foundation’s name, registered office and address,

- the fundamental objectives for which the foundation was established;

- monetary funds or other forms of assets contributed by the founder;

- the name of the person authorised to carry out the foundation’s registration;

- a list of the founders and their unique personal identification numbers, if the founders are citizens of Republika Srpska or Bosnia and Herzegovina.

Article 20.

The foundation’s statute shall contain provisions governing:

- the name and registered office of the foundation;

- the foundation’s objectives and activities;

- the foundation’s bodies; the manner of their election and removal; their powers, quorum and voting rules, including specific matters to be decided by a qualified majority;

- the procedure for submitting the financial report and the activity report;

- the rules governing the use of the foundation’s funds;

- possible beneficiaries of the foundation’s funds;

- the procedure for amending and supplementing the statute;

- the powers and procedure for adopting other general instruments;

- the conditions and procedure for the merger, division or termination of the foundation;

- the procedure for distributing the foundation’s remaining assets in the event of its dissolution;

- representation of the foundation;

- the form and content of the foundation’s seal.

The statute may also contain other provisions that are not contrary to the law.

Article 21. A foundation may merge with, split into or transform into another foundation.

A foundation may establish offices, representative offices and other organisational and legal forms, in accordance with its statute.

2. FOUNDATION BODIES

Article 22.

The governing body of a foundation is its management board.

The founder or a person authorized by the founder appoints the management board. The statute may provide for other foundation bodies.

Article 23.

Board of Directors:

- is responsible for achieving the foundation’s objectives set out in the statute;

- gives consent to actions taken on behalf of the foundation before its registration;

- manages the foundation’s assets;

- amends and supplements the statute and other acts, unless otherwise provided by the statute;

- appoints the person authorized to represent the foundation;

- decides on the merger, division, transformation and termination of the foundation;

- prepares financial and other reports and performs other duties in accordance with the law and the statute;

- performs other duties in accordance with the law and the statute.

Article 24.

The management board shall have at least three members.

A member of the management board may be a natural person or a legal entity acting through a representative. The members of the management board may not be:
- persons employed by the foundation;

- members of other foundation bodies;

- persons supervising the activities of the foundation.

CHAPTER IV

REGISTRATION OF ASSOCIATIONS AND FOUNDATIONS

Article 25.

An association or foundation shall be entered in the register of associations or foundations maintained by the basic court at the seat of the district court in whose territory the association or foundation has its seat.
Proceedings for the registration or termination of an association or foundation shall be conducted in accordance with the provisions governing non-contentious proceedings.

The register is open to the public during working hours. Any person may request a copy of any entry in the register or any document in the file of a registered organization, in person or by mail.

By way of exception to the provisions of the preceding paragraph, an authorized representative of an association or foundation may ask the court with jurisdiction over registration (hereinafter: the court) to withhold from public access certain information not entered in the register if disclosure could endanger the personal integrity of the founders or members of the association or foundation. The court decides on this request by a separate ruling, which is delivered to the Ministry of Administration and Local Self-Government within eight days of becoming final.

Article 26.

The following shall be submitted with the application for registration of an association or foundation:

- founding act;

- the statute of the association or foundation;

- a list of the members of the governing body and the names of persons authorised to represent the association or foundation.

Article 27.

The court shall issue a decision on registration in the register within 30 days from the date the application for registration is submitted.

If the court does not issue a decision within the period referred to in paragraph 1 of this Article, registration shall be deemed to have been completed on the first day following the expiry of that period.

The court must issue a decision establishing the fact referred to in the preceding paragraph within a further eight days.

Article 28.

The decision on the registration of an association or foundation shall contain:

- date of registration;

- registration number under which the entry was made;

- the name and registered office of the association or foundation;

- the objectives and activities of the association or foundation;

- the names of persons authorized to represent the organization.

Article 29.

If the court considers that the statute of an association or foundation does not meet the requirements set out in Article 12 or 20 of the Law, or that the application for entry in the register is not accompanied by all the documents required under Article 26 of the Law, it shall invite the applicant to remedy the deficiencies and set a compliance period of no less than 30 days.

If the applicant fails to remedy the identified deficiencies within the prescribed period, the court shall issue a decision rejecting the application for entry in the register.

If the court determines that the association’s or foundation’s stated objectives and activities are contrary to the provisions of Article 3. paragraphs 2. and 3., and Article 4. paragraph 1. of the Law, it shall reject the application for registration by decision.

Article 30.

The founders may appeal a decision rejecting or refusing an application for entry in the register to the competent second-instance court within 15 days.

Article 31.

Associations and foundations must submit a report to the court on any change to information entered in the register within 30 days of the change.

Article 32.

Decisions on the registration and termination of an association or foundation shall be published in the "Official Gazette of the Republic of Srpska". The association or foundation shall bear the publication costs.

Article 33.

The Ministry of Administration and Local Self-Government maintains the Single Register of Associations and Foundations, as well as the single register of foreign and international non-governmental organizations that have registered their representative offices in the territory of the Republic of Srpska.

The court where the association or foundation was registered is required to notify the body responsible for maintaining the single register within eight days of the registration, or of an amendment to the registration.
The Unified Register is open to the public during working hours. Any person may, in person or by mail, request a copy of any entry in the register or any document in the file of a registered organization, except in the case specified in Article 25, paragraph 4 of the Law.

CHAPTER V

REGISTRATION OF FOREIGN AND INTERNATIONAL NON-GOVERNMENTAL DINE ORGANIZATIONS

Article 34.

The provisions of the Law on the Registration of Associations and Foundations shall apply to the registration of an office, representative office or other organizational form of a foreign or international association or foundation, or another international non-governmental organization, unless otherwise provided by law (hereinafter: foreign non-governmental organization).

The following shall be submitted to the competent court with the application for registration:

- the decision on the registration of the foreign non-governmental organization in the register in its country of domicile;

- a decision to open an office, representative office, or other organizational form in Republika Srpska;

- the name and address of the person authorised to represent the non-governmental organisation in Republika Srpska; a copy of the identity document of the person authorised to represent it;

- the registered office and address of the office in Republika Srpska.

If the law of the home country of a foreign non-governmental organization does not require associations to be entered in a register, then instead of a registration decision from the home country, another written document certified by a court or other competent authority shall be submitted with the application, proving that the organization has legal-entity status in its home country.

If the decision on registration in the court register in the country of domicile does not contain information on the association’s statutory objectives and activities, the application for registration shall also be accompanied by the statute or another internal document indicating the objectives of the foreign non-governmental organization.

CHAPTER VI

ASSETS OF ASSOCIATIONS AND FOUNDATIONS

Article 35.

The assets of associations or foundations comprise voluntary contributions and gifts with monetary value, financial resources from budget donations and taxes, subsidies and contracts with natural and legal persons, income from interest, dividends, capital gains, rent, fees, and similar sources of passive income, and income generated through the achievement of the association’s or foundation’s objectives and activities; all acquired through the lawful use of the organization’s assets and resources.
An association or foundation shall dispose of its assets in accordance with its statute and the law.

Article 36.

Supervision of the lawfulness and designated use and management of the funds of an association or foundation shall be exercised by the body of the association or foundation designated by its statute and this Law, as well as by the competent republican authority.

Article 37.

An association and foundation is obliged to keep accounting records and prepare financial statements in accordance with the law.

Article 38.

The bodies of an association or foundation are required to manage the association’s or foundation’s assets with the care of a prudent person. If an association or foundation conducts economic activity in accordance with the provisions of this law, the members of the board of directors shall manage the assets used for conducting economic activity with the care of a prudent businessperson.

A member of a body of an association or foundation may not vote on matters in which their property interests, or the interests of their spouse or relatives up to the third degree, may conflict with the property interests of the association or foundation. Legal transactions referred to in the preceding paragraph shall be concluded at market value or on terms most favorable to the association or foundation.

CHAPTER VII

REMOVAL FROM THE REGISTER

Article 39.

An association or foundation shall be deleted from the register on the basis of a final decision on the cessation of the association’s or foundation’s operations, or a final court judgment prohibiting the association or foundation from operating.

Article 40.

An association or foundation ceases to operate:

- if the competent body of an association or foundation adopts a decision to cease operations or a decision to merge, split up or transform the association or foundation;

- if the conditions set out in Article 6, final paragraph, of this Law are met, or if it is established that the association or foundation has ceased operating.

An association or foundation shall be deemed to have ceased operating:

- if twice as much time has elapsed as the period specified in the statute for holding the association’s assembly or the foundation’s board of directors, and the assembly or board of directors has not been held;

- if the number of members of the association falls below the number prescribed by this Law for the establishment of an association, and the association’s assembly does not adopt a decision to admit new members within three months of this circumstance arising.

Notwithstanding the provisions of paragraph 2. indent 2., an association shall not cease to exist if the admission of new members is impossible due to objective circumstances arising from the nature of the association’s statutory objectives and activities.

When the court establishes the facts referred to in paragraph 1. of this Article, it shall issue a decision on the cessation of the association’s or foundation’s operations.

Article 41.

The association or foundation shall be prohibited from operating:

- if it acts contrary to the provisions of Article 3, paragraph 2 of this Law;

- if, after an offence penalty has been imposed pursuant to Article 47, paragraph 1, items 1 and 4 of this Law, it continues the activity for which the offence penalty was imposed.

In the cases referred to in the previous paragraph, the registration court shall conduct the proceedings by applying the provisions of the Criminal Procedure Code accordingly.

Article 42.

The remaining assets of an association or foundation deleted from the register shall be distributed in accordance with the decision of the association’s or foundation’s competent body and the provisions of its statute.

Notwithstanding the preceding paragraph, the assets of an association or foundation that enjoyed tax, customs, or other privileges, or received budget donations from citizens or legal entities totaling more than 10.000 KM in the previous or current calendar year, shall be transferred to another association or foundation registered in Republika Srpska that carries out the same or a statutory activity, in accordance with the provisions of the statute.

If the competent body of the association or foundation does not decide on the distribution of its assets by the date it is removed from the register, the court shall decide to distribute the remaining assets to another foundation or association, in accordance with the provisions of this Article.

CHAPTER VIII

SUPERVISION OF THE LEGALITY OF THE OPERATIONS OF ASSOCIATIONS AND FOUNDATIONS

Article 43.

The legality of the operations of associations and foundations is supervised by the competent authority of the Republic of Srpska responsible for monitoring the situation in the field to which the association’s or foundation’s activities relate.

Article 44.

In exercising administrative supervision over the performance of delegated public powers, the bodies exercising supervision referred to in Article 43 of this Law shall have the right and duty, in particular, to:
- hears appeals against administrative acts issued in the exercise of delegated public authority;

- exercise other rights vested by law in a second-instance body in administrative proceedings;

- provides expert instructions and explanations for the application of laws, other regulations and general acts relating to the performance of

of delegated public powers.

Article 45.

An association or foundation exercising public authority must submit a report on the exercise of the delegated public authority to the administrative body supervising its work at least once a year.

Article 46.

If an association or foundation exercising public authority fails to carry out the delegated tasks in accordance with its duties, the competent administrative body supervising its work must issue a written warning to the association’s or foundation’s governing body and propose measures to remedy the identified deficiencies, as well as take other measures within the scope of its rights and duties.

CHAPTER IX

PENALTY PROVISIONS

Article 47.

An association or foundation that commits an offense shall be fined 300 KM to 3.000 KM:

1. engages in activities that are inconsistent with the objectives of the association or foundation (Article 3, paragraph 3., Article 4, paragraph 1., Articles 11 and 21.);

2. uses in legal transactions a name other than the one under which it is entered in the register (Article 6, paragraph 2);

3. fails to report a change in the information entered in the register to the court within 30 days of the change occurring (Article 31);

4. if it does not use the surplus of income over expenditure generated by conducting economic activity in the manner prescribed by law and the statute (Article 4, paragraph 2).

The responsible person of an association or foundation shall be fined 100 KM to 1.000 KM for the offences referred to in the preceding paragraph of this Article.

CHAPTER X

TRANSITIONAL AND FINAL PROVISIONS

Article 48.

Associations or foundations registered before this law enters into force are required to harmonize their internal documents with the provisions of this law within six months from the date this law enters into force.
When harmonising the documents referred to in the preceding paragraph, associations and foundations are exempt from the obligation to pay court fees.

Article 49.

Registration proceedings in which no first-instance decision has been issued by the date this Law enters into force shall be completed in accordance with the provisions of this Law.

Article 50.

The Minister of Administration and Local Self-Government shall adopt regulations for maintaining the register books of associations and foundations, together with accompanying forms, within two months from the date this law enters into force.

Article 51.

The provisions of this Law apply to associations and foundations entered in the register of associations and foundations. The provisions of this Law apply mutatis mutandis to alliances and other forms of association between associations and foundations.

The provisions of this Law also apply to associations and foundations whose legal status is governed by a special law, unless this would conflict with the provisions of that special law.

Article 52.

On the date this law enters into force, the Law on Associations of Citizens ("Official Gazette of SR BiH", Nos. 5/90 and 21/90) and the Law on Endowments, Foundations and Funds ("Official Gazette of the Republic of Srpska", No. 14/94) shall cease to apply.

Article 53.

This Law shall enter into force on the eighth day after its publication in the “Official Gazette of the Republic of Srpska”.

Number: 01-1061/01
27. September 2001.
Banja Luka

President
National Assembly
Dr Dragan Kalinić, s.r.

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LAW ON AMENDMENTS TO THE LAW ON ASSOCIATIONS AND FOUNDATIONS OF THE REPUBLIC OF SRPSKA

Official Gazette: 42/05 Date: 06/04/2005

Article 1.

Article 8 of the Law on Associations and Foundations of Republika Srpska (“Official Gazette of Republika Srpska”, No. 52/01) is amended to read as follows: “An association or foundation may be entrusted by law with exercising public authority as part of its activities. The association or foundation shall ensure the lawful and uninterrupted exercise of public authority.”

Article 2.

After Article 8., a new Article 8a shall be added, reading: ''Article 8a. An association may acquire public-interest status if its activities extend beyond the interests of its members and are intended to serve the public interest, or certain segments of the public, in the following fields: health, science, social welfare, environmental protection, civil society, war veterans, human rights, minority rights, assistance to the poor and socially disadvantaged, assistance to persons with disabilities, children and older persons, tolerance, culture, amateur sports, religious freedoms, assistance to victims of natural disasters, consumer associations and other fields of public interest.

An association is deemed to operate for charitable purposes if it was established primarily to assist persons and groups in need of assistance.

The Government of the Republic of Srpska shall determine the status of an association of public interest, upon the proposal of the Ministry of Administration and Local Self-Government (hereinafter: the Ministry), after obtaining the prior opinion of the competent ministry, on the basis of: 1) historical; 2) cultural; 3) multi-ethnic; 4) territorial principles and 5) social-humanitarian principles.

The procedure for granting and terminating the public-interest status of an association, and assistance with financing associations of public interest, shall be governed by a Government regulation."

Article 3.

New paragraphs 1 and 2 are added to Article 13, reading as follows:

"In a specific field referred to in Article 2. of this Law, public-interest status may be granted to one association, applying the criteria set out in Article 2. and in accordance with the primary content of its work programme.

A registered association of public interest may merge, divide or transform only into another association of public interest".
The existing paragraphs 1 and 2 become paragraphs 3 and 4.

Article 4.

In Article 14, after paragraph 2, a new paragraph is added to read as follows:

“Membership in an association that exercises public authority as part of its activities is evidenced by a membership card.”

Article 5.

In Article 33, after paragraph 2, a new paragraph is added to read as follows:

"Within 30 days from the date of receipt of the court’s decision on the registration of an association, the Ministry shall notify the association in writing of its entry in the register referred to in paragraph 1. of this Article."

The previous paragraph 3. becomes paragraph 4.

Article 6.

An association or foundation registered before this Law enters into force is obliged to bring its registration and manner of operation into compliance with the provisions of this Law.

Article 7.

This Law shall enter into force on the eighth day after its publication in the “Official Gazette of the Republic of Srpska”.

 

Number: 01- 205/ 05
Date: 06 April 2005, year