The National Trade Register Office (ONRC) has published, on its own website, the form that companies must use to indicate the real beneficiary – “Declaration on the real beneficiaries”:
https://www.onrc.ro/templates/site/formulare/declaratie%20beneficiar%20real_v4.pdf
The model form mentioned above will be used to apply the obligations established in July by Law no.129 / 2019 for the prevention and combating of money laundering and terrorist financing […], obligations that require any company to show who is the real beneficiary behind it, meaning: who benefits from the transactions made by the respective company.
It is very important to mention that not to complying with this obligation results in sanctions between 5,000 and 10,000 lei.
We point out, that there is a transition period that will allow companies already established to submit the form until July 21, 2020. This transition period applies only to companies that already existed at the time of entry into force of the law (July 2019).
For those companies registered after the entry into force of the new law, their registration will not be accepted without providing this information about the real beneficiaries.
According to Law no.129 / 2019, any legal entity that has “registration obligation in the Trade Register”, and must provide The National Trade Register Office (ONRC) with relevant information regarding the real beneficiary. Exceptions are the autonomous authorities, companies and national societies.
In this context, the companies will use the form mentioned above and will have to give details about “the natural person or persons who ultimately own or control a legal person by exercising the right of property, directly or indirectly”.
We specify that, according to art. 4, by real beneficiary is understood any natural person who finally owns or controls the client and/ or the natural person on behalf of whom a transaction, operation or activity is performed.
In the case of the companies stipulated in the Law of the companies no. 31/1990, republished, with the subsequent modifications and completions, the notion of real beneficiary includes at least:
- the natural person or persons who ultimately own or control a legal person by exercising the right of ownership, directly or indirectly, on a number of shares or voting rights large enough to ensure their control or through participation in the equity of the legal person or by exercising control by other means, the legal person owned or controlled being not a legal person registered with the Trade Register whose shares are traded on a regulated market and which is subject to advertising requirements in accordance with those regulated by law European Union or with internationally set standards. This criterion is considered to be fulfilled in the case of holding at least 25% of the shares plus one share or the participation in the equity of the legal person in a percentage of over 25%;
- the natural person or persons who ensure the management of the legal person, if, after exhausting all possible means and provided there are no grounds for suspicion, no natural person is identified in accordance with point 1 or if there is any doubt that the identified person is the real beneficiary, in which case the reporting entity is obliged to keep and record the measures applied in order to identify the real beneficiary in accordance with point 1 and this point
In addition, if a real beneficiary cannot be identified according to the above criteria, information will be given regarding the natural person or persons who ensure the management of the company
Attention! This only applies to companies that are not listed on the stock exchange or on other regulated markets, where there are increased advertising requirements.