Amendments brought by G.E.O. no. 70/2020 regarding the regulation of some measures, starting with May 15, 2020

Amendments brought by G.E.O. no. 70/2020 regarding the regulation of some measures, starting with May 15, 2020, in the context of the epidemiological situation determined by the spread of the SARS-CoV-2 coronavirus, for the extension of some terms, for the amendment and completion of Law no. 227/2015 on the Tax Code, of the National Education Law no. 1/2011, as well as other normative acts (“G.E.O. no. 70/2020”)

Among the normative acts amended by this emergency ordinance is also Law no. 129/2019 for preventing and combating money laundering and terrorist financing, as well as for amending and supplementing normative acts (“the law”).

A.Regarding the statement of real beneficiary of the company – form, term and method of submission to the Trade Register Office

Conditions of form

According to the law, the statement regarding the real beneficiary can be made either in written form by filling in the form in front of the representative of the trade register office, but in this case it can be made only personally by the legal representative of the company, or in authentic form, in which case it can be filed at trade register both personally and through a representative (for example, through a lawyer). 

According to art. 29 para. (2) of G.E.O. no. 70/2020, until the date of November 01, 2020, the statement regarding the real beneficiary may take one of the following forms:

  • form of document under private signature or;
  • electronic form, accompanied by electronic signature or;
  • authentic form or;
  • form of document under private signature certified by a lawyer or;
  • form of document under private signature given at the trade register office.

Conditions regarding the submission deadline

Article 56 para. (4) of the law stipulates that the annual declaration is submitted to the trade register office where the legal entity is registered within 15 days from the approval of the annual financial statements, and if there is a change in the identification data of the beneficial owner, the statement is submitted within 15 days from the date on which it intervened.

Art. 62 para. (1) of the same law stipulates that, within 12 months from the entry into force of the law, companies registered until the date of entry into force of the law (until June, 21, 2019) in the trade register, submit, through the care of the legal representative, for registration in the Register of real beneficiaries of companies, kept by the National Office of the Trade Register, a statement on the identification data of real beneficiaries.

According to art. 29 para. (1) of G.E.O. no. 70/2020, the deadline for submitting the statement on the beneficial owner provided by law is extended until 1 November 2020.

Conditions regarding the method of submission to the Trade Register Office

If so far, the statement could be filed in person or by proxy, through the amendments brought by the O.U.G. no. 70/2020, in addition to the these methods, the statement can also be submitted by postal services, courier or by electronic means, with electronic signature.

B. Regarding the self-statement attached to the registration request/ other entries requests for submission to the Trade Register – form and method of submission to the Trade Register Office

Conditions of form

Until now, the self-statement of the founders / administrators / censors or natural persons representing the legal person named administrator or censor, showing that they meet the legal conditions for holding these qualities could be given in authentic form, certified by a lawyer or given to Trade Registry Office.

Regarding the self-statement given by the founders / administrators / censors, foreign citizens, the statement form either takes the authentic form or can be given at the trade register office. 

According to art. 27 of the O.U.G. no. 70/2020, for a period of 6 months from the date of cessation of the state of emergency (May 15, 2020 – November 15, 2020), the declaration on own responsibility that is annexed to the application for registration / other applications for mentions to be submitted to the Trade Register may take one of the following forms:

  • form of document under private signature or;
  • electronic form, accompanied by electronic signature or;
  • authentic form or;
  • form of document under private signature certified by a lawyer or;
  • form of document under private signature given at the trade register office.

Conditions regarding the method of statement submission to the Trade Register Office

If so far, the statement could be filed in person or by proxy, through the amendments brought by the O.U.G. no. 70/2020, in addition to the above methods, the statement can also be submitted by postal services, courier or by electronic means, with electronic signature.

C. Regarding the signature specimen attached to the registration request/ other entries requests for submission to the Trade Register

According to art. 28 form G.E.O. no. 70/2020, for a period of 6 months from the date of cessation of the state of emergency (May 15, 2020 – November 15, 2020)  established by Decree no. 195/2020 on the establishment of the state of emergency on the territory of Romania, extended by Decree no. 240/2020 on the extension of the state of emergency on the territory of Romania, the signature specimen, where provided by law, shall be sent to the Trade Register legalized by a notary public or certified by a lawyer or in the form of a private signature, without any other formality or may be given to the trade register office.

To summarize, the statement of beneficial owner given by the company’s administrator, the self-statement of the founders / administrators / censors or natural persons representing the legal person named administrator or censor showing that they meet the legal conditions for holding these qualities and the signature specimen of the company’s representative in order to be submitted to the Trade Register, they can be validly drawn up by alternative variants to the notarial one, in this way the company being exempted from the delays caused by the notary appointments, but also from the related expenses.

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