Republic of Srpska Law on Associations and Foundations

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THE LAW ON ASSOCIATIONS AND FOUNDATIONS
(Published in the Official Gazette of the Republic of Srpska, No. 52 of
October 17, 2001)

Part I
GENERAL PROVISIONS

Article 1
The Law on Associations and Foundations (hereinafter: the Law) regulates the
foundation, registration, intern al governance and dissolution of an association and
foundation.

Article 2
An association, as defined by this Law, is any form of voluntary affiliation of
natural and/or legal persons established in order to accomplish and improve common or
public interests or goals, in accordance with the law and Constitution, whose basic
statutory purpose is not to generate profit.
A foundation is a legal person without its own membership, intended to manage
specific property for the accomplishment of public or common interests.
Associations and Foundations shall enjoy customs, tax and other privileges, in
accordance with the law.
Article 3
Associations and foundations shall freely de termine their goals and activities, in
compliance with the Constitution and the law.
The statute and activities of an association or foundation may not be contrary to
the constitutional order, or directed at the vi olent overthrow of the constitutional order,
nor may they be aimed at disseminating of ethnic, racial or religious hatred or
discrimination prohibited by the Constitution and the law.
The goals and activities of an associ ation or foundation shall not include
engagement in political campaigns and fundr aising for political parties and political
candidates, or financing of political parties and political candidates.

Article 4
An association or foundation may enga ge in economic activities only if
generating profit is not its principal statutory goal.
A surplus of income generated from the association or foundation’s economic
activities may only be used for advancing the principle statutory goals of the association
or foundation. The surplus of income generated from economic activities may not be

distributed, directly or indirectly, among founders, the members of an organization, the
members of managing bodies, persons authorized to represent the organization,
employees or any other persons.
The limitation set out in the previous pa ragraph does not apply to payment of
appropriate reimbursement for the work or fo r the coverage of expenses incurred in
connection with the realizati on of the organization’s statutory goals and activities.
An association or foundation may directly engage in ec onomic activities related to
the fulfillment of its basic statutory goals a nd activities (related economic activities).
An association or foundation may engage in economic activities not related to the
fulfillment of its basic statutory goals and ac tivities (unrelated economic activities) only
through a separately es tablished legal person.
No provision of this Article shall limit the property of the association or
foundation as referred to in th e Article 35 of this Law.

Article 5
An association and foundation shall submit an annual report on its activities and a
financial report in accordance with law, ot her regulations and statutory provisions.

Article 6
An association and foundation sha ll have its own name and seat.
In performing its activities, an associa tion and foundation shall use their names.
The name of an association and founda tion having a seat in the Republic of
Srpska shall be in the official language of the Republic of Srpska.
An association and foundation may have its own logo.
The name and logo of an associa tion and foundation must be clearly
distinguishable from the name and logo of other associations or foundations.
The name of the association or foundation, if so envisaged by its statute, may be
entered into the registry book in one or more foreign languages, provided that the name in
the official language is entered first.
Notwithstanding paragraphs 3 an d 6 of this Article, the name of the association or
foundation may contain certain words in fore ign language if those words represent a
name of the international organization of which the association or foundation is a
member, if those words are commonly used in the official language, if there are no
equivalent words for them in the official la nguage or if they are part of the ancient
language which is no longer in use.
Along with its full name, an associa tion or foundation may also use its
abbreviated name.
If two or more associations or foundations submit applications for entry into the
registry under the same name, the request that has been submitted earlier shall be

approved. Provisions of Art.29, paragraphs 1 and 2 of this Law shall apply to the request
that has been submitted later.
When such entry into the registry has already been conducted, the registration
body shall issue a decision orderi ng the subsequently registered association or foundation
to change its name within 30 days. If an association or foundation fails to comply with
such decision, the procedure for removal from the registry will be initiated against such
an association or foundation, in accordance with this Law.

Article 7
If the activity of an association or foundation is not contrary to the provisions of
this Law, an association or f oundation that has a seat in the territory of the Federation of
Bosnia and Herzegovina shall be free to conduct its activities in the territory of the
Republic of Srpska, without additio nal administrative requirements.

Article 8
An association or foundation may be entr usted to perform public competencies.

PART II
ASSOCIATIONS

Article 9
The Establishment of an Association
An association may be established by at least 3 natural or legal persons.
An association shall be established by a founding act.
An established association may acquire the status of a legal person by entering
into the registry (principle of voluntary registration).

Article 10
The founding assembly of an association shall enact a founding act and the
statute, and shall appoi nt the managing bodies.

Article 11
The founding act of an association shall contain:
– The names, surnames and th e addresses of the founders;
– The name, seat and the addr ess of an association;
– The basic goals for which the association is established;

– The name and surname of a person who is authorized to apply for registration
of an association;
– The signatures and citizens identificati on numbers, if the founders are citizens
of the Republic of Srpska and Bosnia and Herzegovina.

Article 12
The statute of an association sha ll contain provisions regulating:
– The name and seat of an association;
– The goals and activities of an association;
– The procedure for admission and expulsion of members;
– The rights and responsib ilities of the members of an association;
– The bodies of an association, their power, manner of their election and
dismissal, duration of terms, quorum and voting rules, including specific
issues to be decided by a qualified majority, the procedure of convening the
assembly;
– The manner in which financial report and report on activities are submitted;
– The rules for acquisition and disposal of the association’s property, and organ
competent to supervise the ut ilization of these resources;
– The procedure for enacting and amendi ng of the statute; the body authorized
to enact other general acts and the procedure for their enactment;
– Form and content of association’s seal;
– Rules on agency;
– The conditions and procedures for merger, separation, transformation and
dissolution of an association;
– The procedure for distribution of the re maining property in case of dissolution
of an association.

The statute may contain other provisions that are not contrary to the provisions of
this Law.

Article 13
An association may merge, separate or transform into another association or
foundation.
An association may establish offices, branches, clubs and other organizational
forms which do not have a status of lega l entity, in compliance with its statute.

Article 14
A member of an association may be any natural or legal person who voluntarily
joins an association in compliance with th e conditions set out in the statute.
Minors may participate as members in th e association’s activities in a manner
prescribed by the statute.

Article 15
An association shall have an assembly.
Unless otherwise regulated by the statute, all members of an association are the
members of the assembly with equal voting rights.
The statute of an association may envi sage other organs of an association.
If the statute does not envisage the management board or other managerial body,
the assembly shall appoint one or more persons to represent an association in legal
transactions.

Article 16
The assembly shall:
– Enact the statute, its amendments, and ot her acts as determined by the statute;
– Ratify legal acts committed on behalf of an association in the process of
establishment, prior to registration;
– Decide on merging, separation, tr ansformation and dissolving of the
association, as well as on other change s in the status of the association;
– Appoint and dismiss members of the ma nagement board, or a person authorized
to represent an association;
– Check and approve the financial report and the report on activities pr
epared by
the management board or by the repr esentative of an association;
– Decides on all other issues that are not within the competence of other organs of
an association.

Article 17

The management board, or a person authorized to represent the association, shall:
– Prepare meetings of the assembly;
– Prepare and propose the amendments in the statute and other acts enacted by the
assembly;
– Implement the policies, conclusions and other decisions enacted by the
assembly;
– Manage the property of the association;
– Submit financial report and the report on the activities of the association;
– Perform other duties set out in the statute.

PART III

FOUNDATIONS
1. The Establishment of a Foundation

Article 18
A foundation can be established by one or more physical or legal persons
(hereinafter: the founder).
A foundation can be established by contract , will or other valid legal act.
Unless otherwise provided by the statute, it shall be deemed that the foundation is
established for an unlimited period of time.
A founder or a person authorized by th e founder shall enact the memorandum of
incorporation and the statute of the foundation.

Article 19
The memorandum of incorporation of a foundation shall include:
– The name, surname and the address of the founder, or its name and seat;
– The name, seat and the address of the foundation;
– The basic goals for which foundation is established;
– Monetary assets or other forms of capital assets endowed by the founder;
– The name of the person authorized to handle foundation’s registration;
– Signature of the founders and citizen’s ID number if the founders are citizens of
Bosnia and Herzegovina.

Article 20
The statute of a foundation shall include:
– The name and seat of the foundation;
– The goals and activities of the foundation;
– The organs of the foundation, manner of their appointment and dismissal,
their competencies, quorum and voting right s, including the scope of issues to
be decided by a qualified majority,
– The manner in which financial and activity reports are submitted;
– The rules of utilizing the assets of the foundation;
– Possible beneficiaries of the foundation’s assets;
– The procedure for enacting and amending th e statute and other general acts of
the foundation
– The form and content of the logo if the foundation decides to have a logo;
– The manner of enactment of other general acts;
– The conditions and procedures for merg er, separation or dissolution of the
foundation;
– The procedure for distribution of property remaining in case of dissolution of the
foundation.
– The representation of the foundation;
– The form and content of foundation’s seal.
The statute may contain other provisions that are not contravening the law.

Article 21
A foundation may merge, separate, or transform into another foundation.
A foundation may establish offices, branches, and other organizational
forms which do not have a status of lega l entity, in compliance with its statute.

2. The Organs of a Foundation

Article 22

The managing organ of a foundation is the management board.
A founder or other person authorized by the founder shall appoint the
management board.
The statute may envisage ot her organs for the foundation.

Article 23
The management board shall:
– Bear responsibility for the implem entation of foundation’s statutory goals;
– Approve legal acts committed in the name of the foundation before it was
entered into the registry;
– Manage the property of the foundation;
– Amend the statute and other acts, unle ss provided otherwise by the statute;
– Appoint a person authorized to represent foundation;
– Decide on merger, separation, transformation or dissolution of the foundation;
– Prepare financial and other reports and perform other duties in compliance with
the law and the statute;
– Perform other duties in complia nce with law and the statute.

Article 24
The managing board shall consist of at least three members.

A member of the managing board may be a physical or legal person through its
representative.

The following may not be the members of the management board:
– Employees of the foundation;
– Members of other organs of the foundation;
– Persons supervising foundation’s activities.

PART IV

REGISTRATION OF ASSOCI ATIONS AND FOUNDATIONS

Article 25

An association or a foundation may be entered into the registry book of
associations and foundations kept by the distri ct court on whose territory the association
or foundation has its seat.
Registration and dissolution of an asso ciation or foundation is conducted in
accordance with the provisions of the non-litigious procedure.
The registry shall be open to the public during the working hours. Anyone may
request a copy of any entry from the registry or any document from the application file of
the registered association or foundation. The request may be made personally or through
the postal services.
Notwithstanding the provisions of the previous paragraph, an authorized
representative of an association or a foundation may request the registration court
(hereinafter ‘court’) to prohibit disclosure of certain data entered into the registry if the
disclosure of such data could undermine the personal integrity of the founders or
members of the association or foundation. The court shall decide upon such a request in a
separate decision. The decision shall be submitted to the Ministry of Administration and
Local Self-Governance within eight days after the decision becomes final.

Article 26
The following documents shall be submitted with the application for entry into the
register of an association or foundation:
– The memorandum of incorporation;
– The statute of the association or foundation;
– A list of the members of managing bodies and a list with the names of persons
authorized to represent th e association or foundation;

Article 27
The court shall render a decision on regist ration within 15 days of the date of
application for registration.
If the court fails to render a decision until the deadline se t fourth in paragraph 1 of
this Article, it shall be deemed that the associ ation is entered into the registry on the first
day following the expiration of the deadline.
The court shall have further 8 days to issue a certificate, stating the facts set out in
the previous paragraph.

Article 28

A decision to allow registration of an association or foundation shall include:
– Date of the entry;
– Registry number of the entry;
– Name and seat of the association or foundation;
– Goals and activities of th e association or foundation;
– Names of authorized representatives.

Article 29
If the court establishes that the statute does not fulfill the requirements set forth in
Article 12 and Article 2 0 of this Law, or that the application for registration does not
contain all documents enumerated in Article 26 of the Law, it shall notify the applicant to
that effect and shall set a pe riod for rectification which may not be shorter than 30 days.
If the applicant fails to rectify the application within the period set by the court,
the court shall issue a decisi on rejecting the application for entry into the registry.
If the court establishes that the statutory goals or activities of the association or
foundation are contrary to the provisions of Article 3, paragraphs 2 and 3 and Article 4
paragraph 1 of this Law, the court shall is sue a decision denying the application for entry
into the registry.

Article 30
The founders may lodge an appeal against the decision rejecting or denying
registration. The appeal sha ll be lodged with the competent appellate court within 15
days.

Article 31
An association and foundation shall notify the court about any changes of data
entered into the registry within 30 days after those changes occur.

Article 32
The decision on registration and on the dissolution of an association or foundation
shall be published in the “Official Gazette of the Republic of Srpska”
.
The costs of publishing shall be borne by the association or foundation.

Article 33

The Ministry of Administration and Local Self-Governance of the Republic of
Srpska shall maintain the central registry of associations and foundations. It shall also
maintain the central registry of foreign and international non-governmental organizations
that have registered their branches on the territory of the Republic of Srpska.
The registry shall be open to the public during the working hours. Anyone may
request a copy of any entry from the registry or any document from the application file of
the registered association or foundation, except in the situ ation prescribed by Article
25(4) of this Law. The request may be made personally or through the postal services.

PART V

REGISTRATION OF FOREIGN AND INTERNATIONAL NON-
GOVERNMENTAL ORGANIZATIONS

Article 34
Rules on registration of associations and foundations prescribed by this Law shall
also apply to registration of a branch office of foreign and international association or
foundation, or other foreign non-governmental organization, unless otherwise prescribed
by the Law (hereinafter: foreign non-governmental organizations).
Along with the application for entry into registry, the following documents shall
be submitted to the competent court:
– decision on registration of the forei gn non-governmental organization in the
country of domicile;
– decision on establishment of an office, branch or other form of organization in
the Republic of Srpska;
– name and address of the person authorized to represent foreign non-
governmental organization in the Republic of Srpska; copy of the
identification document of the authorized person;
– the seat and address of the o ffice in the Republic of Srpska.
If the law of the country of domicile of the foreign non-governmental
organization does not require entering into the registry, the organization shall, in lieu of
submitting the decision on registration in th e country of domicile, submit any other
written document attested by the public notary or the clerk of the court as a proof that it
has acquired a status of the legal pe rson in the country of its domicile.

If the decision on registration in the country of domicile does not indicate goals
and activities of the organizat ion, the foreign non-governmental organization shall submit
the statute or any other internal act indicating the goals of the organization.

VI – THE PROPERTY OF ASSOCIATIONS AND FOUNDATIONS

Article 35
The property of an association or foundation may consist of voluntary gifts and
contributions of some monetary value, financial assets allocated from the state budget or
customs, subventions and contracts conclude d with natural and legal persons, revenue
from interests, dividends, profits on capital, rents, fees and similar sources of passive
revenue, revenue acquired in th e course of fulfilling the goals and activities of the
association or foundation, member ship fees and other revenues acquired through lawful
utilization of the organization’s assets and property.

An association and foundation shall dispos e of their property in accordance with law
and the statute.

Article 36
The use and disposal of the property of an association or foundation shall be
supervised by an organ of the association or foundation designated in the statute.

Article 37
An association or foundation shall keep business records and shall prepare
financial reports in accordance with the law.

Article 38
The bodies of an association or foundation shall manage the property of the
association or foundation with a diligence of a prudent common person. If an association
or foundation engages in economic activities in accordance with the provisions of this
Law, the members of the management board shall manage the property used for such
activity with a diligence of a prudent businessperson.
A member of the organ of an association or foundation may not vote on issues in
which his/her financial interests, or the fina ncial interests of his/her spouse or relative,
either by blood or by marriage up to the third degree, may conflict with the financial
interests of the association or foundation.
Legal transactions referred to in the pr evious paragraph must be concluded at
market price, or under conditions that ar e more favorable for the association or
foundation.

PART VII

ABOLISHMENT FROM THE REGISTRY

Article 39
An association or foundation shall be abolished from the registry once the
decision on dissolving the association or f oundation becomes final or if the judgement
prohibiting its operation becomes final.

Article 40
An association or foundation shall dissolve:
– following a decision of the competent body of the association or
foundation dissolve, merge, separate or transform the association or foundation;
– if the conditions set forth in the last paragraph of Article 6 of this Law are
met, or if it is established that an association or foundation has ceased to operate.
It shall be considered that an association or foundation has ceased to operate:
– If the assembly of the association or the management board of the foundation
has not convened regular meetings fo r a period twice as long as the period
provided for in the statute for holding such meetings;
– If the number of the association’ s members falls beyond the threshold
prescribed by this Law for establishi ng an association, and the assembly has
not decided on admitting new members within three months of the occurrence
of this circumstance.
Notwithstanding the second subparagra ph of the previous paragraph, the
association shall not be dissolved if the admission of the new members is not possible
because of objective circumstances caused by the nature of statutory goals of the
association.
Upon determining the conditions set out in pa ragraph 1 of this Article, the court shall
order dissolution of the a ssociation or foundation.
Article 41
Association or foundation shall be prohibited from operating if:
– it operates in contravention to the provisions of the second paragraph of the
Article 3 of this Law;
– continues to perform activity for which it has been fined pursuant to Article
47 Paragraph 1, points 1 and 4.

The court of registration shall, in accordance with the Law of Criminal Procedure,
initiate the proceedings to prohibit th e work of an association or foundation.

Article 42
The remaining property of an association or foundation abolished from the
registry shall be distributed in accordance with the decision of the competent organ of the
association or foundation, in compliance with the statute.
Notwithstanding the previous paragraph, if an association or foundation has
received tax deductible contributions, customs exemption and other benefits, or has
received support from the state-budget, citizens or legal persons in the amount exceeding
10,000 KM in previous or current calendar year s, the remaining property of such an
association or foundation sha ll be distributed to another association or foundation
registered in Republic of Srpska whose statutory activities are identical or similar to those
of the dissolving association.
If the competent organ of an association or foundation fails to render a decision
on distributing the property befo re the abolishment from the registry, the court shall
decide on the distribution of the remaining property to another foundation or association,
in accordance with the provisions of this Article.

VIII – SUPERVISING LEGALITY OF THE WORK OF AN
ASSOCIATION OR FOUNDATION
Article 43
The supervision of the legality of work of the work of an association or
foundation shall be carried out by the admi nistrative body of the Republic of Srpska
whose competence encompasses monitoring the area of activities in which the association
or foundation is engaged.

Article 44
As part of their administra tive supervision over the exercise of entrusted public
competencies, the supervisory bodies referred to in Article 43 of this Law shall, in
particular, have the right and duty to:
– decide on appeals lodged against the administrative acts rendered in the course
of performing entrusted public competencies,
– exercise other rights th at the law confers on appella te bodies in administrative
proceedings;
– provide expert guid elines and clarifications on a pplying laws, other regulations
and general legal acts pertinent to the ex ercise of entrusted public competencies.

Article 45

An association or a foundation entrusted with performing public competencies shall, at
least once a year, submit a report on performance of entruste d public competencies to the
administrative body supervising the activit ies of the association or foundation.

Article 46
If an association or foundation that performs public competencies does not exercise
entrusted activities in accordance with its duties, the competent supervisory
administrative body shall notify in writing the managing organ of the association or
foundation to that effect, propose measures to remedy perceived deficiencies and propose
other measures falling within the sc ope of its competencies and duties.

PART IX

PUNITIVE PROVISIONS

Article 47
A fine for misdemeanor ranging from 300 to 3 000 KM shall be imposed on an
association or foundation which:
1. conducts activities not in accordan ce with the statutory goals of
the association or a foundation (Article 3 paragraph 3, Article 4
paragraph 1, Artic le 21, Article 11);
2. fails to use its registered names in legal transactions (Article 6,
paragraph 2);
3. fails to notify the registration cour t about the change of data to
be entered into registry in the course of 30 days after the
change of data has occurred (Article 31);
4. fails to use surplus generated from economic activities in a way
prescribed by the laws and the st atute (Article 4, paragraph 2).

For misdemeanors stated in the prev ious paragraph a fine ranging from
100 KM to 1 000 KM shall be imposed against the responsible person in
the association or foundation.

PART X

TRANSITORY AND CLOSING PROVISIONS

Article 48
Already registered associations and foundations shal l adjust their internal
documents in accordance to the provisions of this Law within six months from the date
on which this Law comes into force.
The process of adjusting the documents referred to in the previous Article shall
not be subject to any court fees.

Article 49
Registration proceedings not completed until the date on which this Law comes
into force shall be completed in accord ance with the provisions of this Law.

Article 50
The Minister of Administration and Local Self-Governance shall enact regulation
on maintenance of the registry books within two months of the date on which this Law
comes into force.

Article 51
The provisions of this Law shall be applicable to associations and foundations
subject to their entran ce into the registry of associati ons and the registry of foundations.
The provisions of this Law shall apply acco rdingly to umbrella organizations and
other forms of cooperation of associations and foundations having acquired the status of
legal person.
The provisions of this Law shall also a pply to associations and foundations whose
activities are regulated by a special law ( lex specialis), unless this would be contrary to
the provisions of the special law.

Article 52
As of the day on which this Law comes into force, the Law on Citizens’
Associations (Socialist Repub lic of Bosnia and Herzegovina Official Gazette, No. 5/90,
21/90) and the Law on Associations, Foundatio ns and Funds (The Republic of Srpska
Official Gazette No. 14/94) shall be repealed.

Article 53
This Law shall come into effect on the eighth day following its publication in
“The Republic of Srpska Official Gazette”.