Corporate law

Published on Nov 9, 2021 by Cristian Mihai

THE REGISTER OF BENEFICIAL OWNERS

Like other European countries, Romania has set up a Register of Beneficial Owners (we can also speak of the “Register of Real Beneficiaries” or the “Register of Economic Beneficiaries”) in order to comply with the requirements of the Directive on combating money-laundering.

The register of beneficial owners

A Register of Beneficial Owners was set up and all existing or newly-created companies shall have to provide by a declaration the identity of the beneficial owners of the company.

This declaration has to be initially made within the following terms:

  • For newly-established companies: at the time of their registration with the Trade Register. Therefore, the registration with the Trade Register becomes a step in the process of incorporating the company.
  • For companies existing before 21 July 2020.

After completing the initial statement, managers shall have to make a new statement:

  • Within 15 days as of any operation or transaction that could change the identity of the beneficial owners.
  • Within 15 days as of submitting the annual balance sheet, even in the absence of any change in the structure of economic beneficiaries, i.e. no later than 14 June of each year.

The managers (directors, managers etc.) of the concerned companies are bound to make these declarations with the Register of Beneficial Owners and, if they fail to do so, such managers could be sanctioned with fines spanning from RON 5,000 (approximately EURO 1,000) to RON 10,000 (approximately EURO 2,000). In addition, the defaulting company could be liquidated.

Beneficial owners

The beneficial owners (or real owners) to be declared with the Register of Beneficial Owners are all individuals who directly or indirectly own or control (i.e. on own behalf or by intermediary structures), more than 25% of the capital of the concerned company.

In cases where it is not possible to identify the beneficial owners (for example, because the shareholding is dispersed and no one owns or controls more than 25%), the individuals to be registered are those who manage the company (director, manager).


 

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