Reintroduction of the obligation to submit annually the Declaration regarding the real beneficiaries for all the categories of entities that have the obligation to register in the Trade Register
Law 101 from 26.04.2021 for the approval of the Government Emergency Ordinance no. 111/2020 regarding the amendment and completion of Law no. 129/2019 for preventing and combating money laundering and terrorist financing, with application from 30.04.2021, reintroduced two obligations that had been previously eliminated:
– Annual submission of the declaration regarding the real beneficiaries and
– Submission of the declaration regarding the real beneficiaries, inclusively by the legal entities constituted only with individuals as sharehoders.
Thus, according to the provisions of art. 56 of Law no. 129/2019 for preventing and combating money laundering and terrorist financing, as well as for amending and supplementing some normative acts, with subsequent amendments and completions:
– Legal entities subject to the obligation to register in the trade register submit at registration, annually or whenever a change occurs, a declaration regarding the real beneficiary of the legal person, in order to register in the Register of real beneficiaries of companies.
– municipal autonomous companies, national companies and societies, companies wholly or majority owned by the state are exempted from the obligation to submit the declaration regarding the real beneficiaries.
The declaration on one’s own responsibility of the legal representative of the legal person includes the identification data of the real beneficiaries, as well as the ways in which the control over the legal person is exercised.
The identification data of the real beneficiary are: name, surname, date of birth, personal numerical code, series and number of the identity document, citizenship, domicile or residence.
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 regarding the identification data of the real beneficiary, the declaration is submitted within 15 days from the moment when the change occured.
The declaration regarding the real beneficiaries can be given in front of the representative of the trade register office or it can be submitted, personally or through a representative, having certain date given by the notary public or attested by the lawyer.
The obligation regarding the submission of the declaration regarding the real beneficiaries is also fulfilled by including, at the registration, in the articles of the incorporation, the identification data of the real beneficiaries and the ways in which the control over the legal person is exercised. The subsequent modification of the identification data of the real beneficiaries does not establish the obligation to draw up a modifying act to the constitutive act, their declaration being fulfilled in accordance with the law.
According to the provisions of art. 2 of GEO no. 191/2020 for the extension of the deadlines for the submission of the documents provided in the responsability of the associations and foundations, as well as legal entities registered in the trade register, for a period of 90 days from the date of the termination of the alert situation, the statements regarding the real beneficiaries may have the form of a document under private signature or electronic form and can be sent to the trade register office by electronic means, with electronic signature or by postal and courier services.
Declarations on their own responsibility may also be given before the representative of the trade register office or may be submitted, personally or through a representative, having a certain date given by a notary public or attested by a lawyer.
The National Registry Office recommends in an announcement posted on its website that, in the context of the epidemiological situation caused by the spread of SARS-CoV-2 coronavirus, in order to avoid overcrowding, the submission of the applications for the declarations on real beneficiaries to be made by electronic means (ONRC service portal / ORCT e-mail addresses) or by correspondence (mail / courier).