Registry of real beneficiaries

In a statement published by the National Trade Register Office (ONRC) on its website, on July 23, 2019, the representatives of the institution make some clarifications regarding the Law no.129 / 2019 for preventing and combating money laundering. and the financing of terrorism, as well as for the modification and completion of some normative acts, published in the Official Gazette (Part I) no. 589 / 07.18.2019.

The most important aspects of the law no. 129 refer to the obligation of registering the real beneficiaries in the Register of the Real Beneficiaries, kept by the National Office of the Trade Register and the conversion of the shares to bearer in registered shares by the issuing companies, within 18 months /.

Thus, the provisions of Law no.129 / 2019 regarding the prevention and combating of money laundering and terrorist financing, as well as for the modification and completion of some normative acts (regulations into force from July 21, 2019) introduce new notions, such as the real beneficiary who, in the meaning of the normative act, is any natural person who ultimately owns or controls the client and / or the natural person on whose behalf a transaction, operation or activity is performed.

According to the provisions of art.19 paragraphs (1), (2) and (5) of the mentioned normative act, new attributions are established in charge of the National Trade Register Office, which will organize a central register in which data on the real beneficiaries of legal entities subject to the registration obligation in the Trade Register, with the exception of autonomous governments, national companies and companies and companies wholly or mainly state-owned.

Thus, the mentioned legal persons will file, on an annual basis, or whenever a change occurs, a statement regarding the real beneficiary of the legal person, in order to be registered in the Register of Real Beneficiaries.

It is important to note that the failure of the legal representative of these legal persons to submit the declaration regarding the identification data of the real beneficiary constitutes a contravention and is sanctioned with a fine from 5,000 lei to 10,000 lei. The report establishing 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 amendments and completions.

Within 12 months from the entry into force of Law no. 129/2019, the companies registered up to this date, with the exception of national companies and societies, as well as of companies wholly or mainly owned by the state, submit, through the legal representative, towards registration in the Register of Real Beneficiaries, kept by the National Trade Register Office, the above statement.

The non-compliance by the administrator who represents the company of the above mentioned obligation constitutes a contravention and is also sanctioned with a fine from 5,000 lei to 10,000 lei

In addition, Law no.129 / 2019 is modifying and completing some normative acts, among which the Law of companies no.31 / 1990, republished, with the subsequent amendments and completions, in the sense of obligatory conversion of shares to bearer in nominative shares by the issuing companies.

Therefore, by applying into force of this law, the legal provisions regarding the shares in the bearer are repealed, the share capital of the joint stock companies being represented only by registered shares.

Also, it is forbidden to issue new shares to the bearer and carry out operations with the existing bearer shares, and within 18 months from the entry into force of the normative act, the bearer shares issued prior to the entry into force of the law will be converted into nominative shares.

Non-performance, by the expiration of the 18-month term, of the conversion obligation, by the joint stock companies and the commandite companies, gives the right of any interested person, as well as to the National Trade Register Office, to request the Courthouse, or, as the case may be, the specialized Courthouse, to dissolve the company. At the same time, if, within 18 months from the entry into force of this law, the shares in the bearer are not converted into registered shares, they will be canceled by law, with the consequence of the corresponding reduction of the share capital, which will be registered in the Trade Register.

The content of the normative act establishes the national framework for preventing and combating money laundering and terrorist financing, being transposed into the internal legislation Directive (EU) 2015/849 of the European Parliament and of the Council regarding the prevention of the use of the financial system for the purpose of money laundering or terrorist financing. amending Regulation (EU) no. 648/2012 of the European Parliament and of the Council and abrogation Directive 2005/60 / EU of the European Parliament and of the Council and of Commission    Directive 2006/70 / EU, published in the Official Journal of the European Union on 05.06.2015.