Changes To The Obligation To Submit The Real Beneficiary Satatement

As of July 9, 2020, the following legislative provisions come into force:

  1. Trading companies consisting only of natural persons are exempted from the obligation to submit the statement regarding the beneficial owner;
  1. It is imposed the obligation on the National Office of the Trade Register to complete ex officio the Register of real beneficiaries for the companies that have as associates only natural persons.
  1. The submission of the annual statement regarding the beneficial owner shall be removed.

The new legislative provisions aim to debureaucratize the business environment and thus increase the number of companies and entrepreneurial initiatives.

In principle, in relation to companies, the concept of beneficial owner in national law is represented by the person / persons who own or control a legal person by exercising the right of ownership, directly or indirectly, over a sufficient number of voting rights to ensure its control, by participating in the equity of the legal person or by other means.

The criterion is considered to be met in the case of holding at least 25% of the shares plus one share or by participating in the equity of the legal person in a percentage of more than 25%.

In the alternative, if a real beneficiary cannot be identified according to the above criteria, information will be provided related to the person or individuals who manage the company.

The initial form of art. 56 para. (1) of Law no. 129/2019 for preventing and combating money laundering and terrorist financing, as well as for amending and supplementing some normative acts (“Law no. 129/2019“) provided for legal entities subject to the obligation to register in the trade register, except for autonomous administrations, companies, national companies and companies wholly or majority owned by the state, the obligation to submit for registration, annually or whenever there is a change, a statement regarding the beneficial owner of the legal entity, for registration in the Register of beneficial owners of companies.

By Law no. 108/2020 regarding the amendment and completion of Law no. 129/2019 for preventing and combating money laundering and terrorist financing, as well as for amending and supplementing some normative acts (“Law no. 108/2020”), the above legal text has been amended, in the sense that, in addition to the entities already exempted from the obligation to submit the statement regarding the beneficial owner, a new category of entities exempted from the same obligation has been introduced, namely legal entities consisting only of natural persons as shareholders, when they are the only beneficial owners.

In the case of the latter entities, the new law stipulates the obligation on the National Office of the Trade Register to complete ex officio the Register of real beneficiaries, based on the documents accompanying the registration application or based on the records held in the case of already registered companies.

Likewise, in its initial form, Law no. 129/2019 regulated the moment of submitting the statement regarding the real beneficiary, differentiated as it was about already established companies or companies that were formed after its entry into force (July 21, 2019).

Thus, for the companies already established at the date of entry into force of the law, the preparation and submission of the statement regarding the real beneficiary was done:

  • within a mandatory period of 12 months established by the same law, which runs from the date of its entry into force (the deadline being 21 July 2020);
  • annually, within 15 days from the approval of the annual financial statements;
  • whenever there was a change in the company’s articles of association, within 15 days of its intervention.

For companies to be set up after the entry into force of the law, the declaration on the beneficial owner was submitted:

  • at the time of registration in the trade register, together with the submission of the necessary documentation in order to achieve this purpose;
  • annually, within 15 days from the approval of the annual financial statements;
  • whenever there was a change in the company’s articles of association, within 15 days of its intervention.

As can be seen in the updated version, the statement regarding the real beneficiary must be submitted only at registration, respectively within an imperative period of 12 months from the entry into force of Law no. 129/2019 (21 July 2019 – 21 July 2020) and / or when an amendment occurs, within 15 days from the date on which it occurred, the annual submission of the statement on the beneficial owner being removed.

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