Beneficial owner statement due by 1st of November for Romanian companies

Kindly be informed that according to the provisions of Law no. 129 of July 11, 2019 for preventing and combating money laundering and terrorist financing, as well as for amending and supplementing some normative acts (“Law 129/2019”), legal persons subject to the obligation to register in the trade register submit at registration and whenever there is an amendment a statement regarding the beneficial owner of the legal person, in order to register in the Register of beneficial owners of the companies.

Exceptionally, the following are exempted from the obligation to submit the statement of the beneficial owner:

autonomous utilities, companies and national companies and companies wholly or majority owned by the state;
legal entities constituted only of shareholders natural persons, when they are the only beneficial owners;

In order to fulfill the legal obligation mentioned above, kindly take into consideration the following aspects:

deadline for submission: The maximum deadline for the submission of the declaration of the beneficial owner for companies already registered, or for situations where changes have occurred in the identification data of the beneficial owner already registered in the Trade Register is 01.11.2020; Subsequently, the said statement shall be submitted whenever there is a change/modification regarding the identification data of the beneficial owner within 15 days from the date on which it intervened;

form of the statement: the statement regarding the beneficial owner shall be given on own responsibility by the legal representative of the legal person in question and may be given under private signature or electronic form, respectively may be given in authentic form, certified by lawyer or given before the representative of the trade register office;

the content of the statement: the statement on own responsibility of the legal representative of the legal person in question includes the identification data of the beneficial owners, as well as the ways in which the control over the legal person is exercised;

the notion of beneficial owner: the beneficial owner means any natural person who ultimately owns or controls the client and / or the natural person on whose behalf a transaction, operation or activity is performed;

the identification of the beneficial owner: in the case of companies subject to registration in the trade register and foreign corporate entities, the notion of beneficial owner includes at least:
the natural person or persons who ultimately own or control the company subject to registration in the trade register by the direct or indirect exercise of ownership over a sufficient percentage of the number of shares or voting rights or by participation in the company’s equity respectively, including by holding bearer shares, or by exercising control by other means, other than a listed company which is subject to disclosure requirements in accordance with European Union law or equivalent international standards that ensure appropriate transparency of information on the exercise of property rights. The holding of 25% plus one share or participation in the capital of a company in a percentage of over 25% by a natural person is an indication of the direct exercise of the property right. Holding 25% plus one share or participation in the capital of a company in a percentage of more than 25% by a foreign corporate entity, which is under the control of a natural person, or by several foreign corporate entities, which are under the control of the same natural person, it is an indication of the indirect exercise of the property right.
if, after all due diligence and there have been no grounds for suspicion, no person is identified in accordance with point a) or if there is any doubt that the person identified is the beneficial owner, the natural person who holds a senior management position, namely: the administrator (s), the members of the managing board/supervisory board, directors with delegated competencies from the administrator/managing board, the members of the board of directors.

Note: Legal persons shall keep records of the measures taken to identify the beneficial owners in accordance with points a and b above, as well as of the difficulties encountered in the process of verifying the identity of the beneficial owner;

Sanction: non-compliance by the legal representative of the legal persons of the obligation to submit the statement regarding the identification data of the beneficial owner is considered contravention and is sanctioned with fine from 5,000 lei to 10,000 lei; If within 30 days from the date of application of the contravention the legal person’s representative has not submitted the statement regarding the identification data of the beneficial owner, the court or, as the case may be, the specialized court may dissolve the company at the request of the National Office of the Trade Register.

Other incidental obligations: We specially mention the obligation of the legal persons registered on the Romanian territory, to obtain and have adequate, correct and updated information regarding their beneficial owner, including the way in which this quality is materialized, and to make them available to control bodies and supervisory authorities at their request;

More information : Beatrice Onica Jarka beatrice.onicajarka@cunescu.ro