New law on the registration of the real beneficiary of companies from July 2019.


Did you know that you have to risk  to be radiated and that you can loose  your business if you do not submit the statement of the real beneficiary to the ONRC?

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The ONRC will organize a central register in which information will be registered regarding the real beneficiaries of the legal persons subject to the registration obligation in the trade register, except for the autonomous regions, the companies and the national companies and the companies wholly or majority state-owned.

The legal entities concerned have the obligation to submit, on an annual basis, or whenever a change occurs, a statement regarding the real beneficiary of the legal person, in order to be registered in the Register of Real Beneficiaries.

What has to be submitted ?

A new declaration must be submitted  at the trade register for companies  that are registered  by the administrator of the company under penalty of cancellation and a fine of 10,000 lei.

On July 18, 2019, a publication published in the Official Gazette Law no. 129/2019 for the prevention and combating of the money laundering practices and the financing of terrorism, as well as for the modification and completion of some normative acts, it is obligatory for  companies  to declare about their real beneficiary (irrespective of a company or an association / directors or legal entities or not).

Basically, the statement is added (and paid) to the list of documents required to register a company.

Who is the real beneficiary?

As a result of the actions to combat terrorism, the institutions want to know exactly who is the real beneficiary of the company, i.e. the person who actually runs the company.

According to art. 4 paragraph (2) lit. a) of Law no. 129/2019, the real beneficiary is:

the person or natural persons who ultimately own or control a legal person by exercising the right of ownership, directly or indirectly, over a number of shares or voting rights sufficiently large to ensure their control or by holding in their own capital of the legal person or by exercising control by other means, the legal person owned or controlled being not a legal person registered with the trade register whose shares are traded on a regulated market and which is subject to advertising requirements in accordance with those regulated by European Union law or with internationally set standards.

This criterion is considered to be fulfilled in the

case of holding at least 25% of the shares plus one share or the participation in the equity of the legal person in a percentage of over 25%.

Basically, if you own more than 25% of a company as an associate, you own and control the company.

This is also the case for legal persons as associates in a company, in which case they will go on the chain to reach the natural persons in the back.

Who should file the statement?

The declaration must be submitted both by the companies that are set up and by all the companies registered in the Trade Register.

The declaration is made on its own responsibility, by the legal representative of the company (which in most cases will also be the company administrator, unless the company expressly empowers someone else or we have legal entities administrators).

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