The National Trade Register Office has operationalized the Register of the real beneficiaries of the companies, in accordance with the provisions of art. 19 paragraph (1), (2) and (5) of Law no. 129/2019 for the prevention and combating of money laundering and terrorist financing, as well as for the modification and completion of some normative acts.
Filing the declaration by legal persons
According to art. 56 paragraph (1) of the aforementioned normative act, legal persons except for the autonomous administrations, national companies and societies and companies wholly or mainly owned by the state, are obliged to submit a declaration regarding the real beneficiary of the legal person for registration in the Register of the real beneficiaries of the companies, as follows:
- At registration
Among the other documents required by law, upon registration, companies will also submit the declaration regarding the real beneficiary, given by the legal representative, in the form provided by Law no. 129/2019.
- Annually
The annual declaration is submitted to the Trade Register office in which the legal person is registered within 15 days from the approval of the annual financial statements.
- Whenever a change occurs
Within 15 days from the date on which a modification regarding the identification data of the real beneficiary took place.
The non-submission by the legal representative of the declaration regarding the identification data of the real beneficiary, annually or whenever a change occurs, constitutes a contravention and is sanctioned with a fine from 5,000 lei to 10,000 lei.
The finding of the contravention and the application of the sanction is carried out by the bodies with control powers of the Ministry of Public Finance – the National Agency for Fiscal Administration and its territorial units and by the National Office for Prevention and Combating Money Laundering, through its own agents.
The report of finding the contravention is communicated to the Trade Registry office, in which it is recorded that the non-submission of the declaration attracts the dissolution of the company, under the conditions of art. 237 of the Companies Law no. 31/1990, republished, with subsequent modifications and completions.
If, within 30 days from the date of application of the contravention sanction, the representative of the legal person referred to in art. 56 paragraph (1) did not submit the declaration regarding the identification data of the real beneficiary, at the request of the National Trade Register Office, the court or, as the case may be, the specialized court will be able to pronounce the dissolution of the company (the cause the dissolution may be removed before any conclusions can be drawn).
Filing the declaration by companies
In the case of companies registered until 21.07.2019 (the date of entry into force of the law), except for national companies and societies, as well as of companies owned wholly or mainly by the state, the deadline for filing (according to art. 62 paragraph (1) of Law no. 129/2019) is 12 months from the entry into force of the law, respectively until 21.07.2020.
The declaration regarding the identification data of the real beneficiaries is submitted, through the care of the legal representative, to the Trade Register office where the company is registered for registration in the Register of real beneficiaries, maintained by the National Trade Register Office.
Non-compliance by the administrator representing the company of the obligation stipulated in art. 62 paragraph (1), at the expiration of the aforementioned term, constitutes a contravention and is sanctioned with a fine from 5,000 lei to 10,000 lei.
The finding of contraventions and the application of sanctions are carried out by the control bodies of the Ministry of Public Finance – the National Agency for Fiscal Administration and its territorial units and by the National Office for the Prevention and Combating of Money Laundering, through its own agents.
The report of finding the contravention is communicated to the Trade Registry office, in which it is recorded that the non-submission of the declaration attracts the dissolution of the company, under the conditions of art. 237 of the Companies Law no. 31/1990, republished, with subsequent modifications and completions.
If, within 30 days from the date of application of the contravention sanction, the company representative did not submit the declaration regarding the identification data of the real beneficiary, at the request of the National Trade Register Office, the court or, as the case may be, the specialized court may pronounce the dissolution of the company (the cause the dissolution may be removed before any conclusions can be drawn).
In 2020, the legal persons registered until the date of entry into force of the law, subject to the obligation to submit the declaration on the real beneficiary will submit a single declaration, after the approval of the annual financial statements, which will cover both the obligation regulated by the provisions of art. 62 paragraph (1) of the law, as well as the one regulated by the provisions of art. 56 paragraph (4).
Where the declaration is filed
In all the above cases, the declaration may be given in front of the representative of the Trade Registry office or it may be submitted in authentic form. Registration applications aimed at submitting the above statements can be submitted at the counter, online or by correspondence, with acknowledgment of receipt. The application transmitted in electronic form will have the extended electronic signature incorporated / attached. In the case of applications submitted online (https://www.onrc.ro/index.php/ro/mentiuni/persoane-juridice/inregistrarea-datelor-din-declaratia-privind-beneficiarul-real) or by correspondence, the statements regarding the real beneficiaries will be annexed, in authentic form.
The National Trade Register Office in Romania