In the previous article in which we addressed the issues regarding the declaration regarding the real beneficiary, we presented the amendments that Law 108/2020 had brought to Law no. 129/2019 for preventing and combating money laundering and terrorist financing. At that time, the amendments to Law no. 129/2019 were some important ones for the companies, these being, until recently, partially relieved by the bureaucracy involved in submitting the declaration regarding the real beneficiary.
As I pointed out at the time, by introducing two new paragraphs, namely paragraphs 11 and 12 of Article 56 of the above-mentioned law, the following were exempted from the obligation to submit the declaration:
autonomous utilities companies, companies and national companies and companies wholly or majority owned by the state (they are still exempted from the obligation to submit the declaration on the real beneficiary);
legal persons consisting only of associated natural persons, when they were the only real beneficiaries (modified as it appears from the content of the article below)
Therefore, until recently, the obligation to submit the declaration regarding the real beneficiary of the legal persons registered in the trade register existed only in two situations:
When the legal person was made up of / and associated legal persons;
When there were changes regarding the associations in the data already held by the National Office of the Trade Register.
With the publication in the Official Gazette of Law 101/2021 and its entry into force on April 30, 2021, are subject to the obligation to submit the declaration of the beneficial owner and legal entities consisting only of associated individuals, when they are the only beneficial owners.
Thus, legal persons subject to the obligation to register in the trade register have the obligation to submit the declaration on the beneficial owner and in the situation where they consist only of natural persons, as well as other companies, as follows:
When the new company is registered;
Annually, within 15 days from the approval of the annual financial statements;
When there are changes regarding the associations in the data already held by the National Office of the Trade Register;
To sum up, we must keep in mind the following:
The declaration of real beneficiary will be submitted by any legal entity subject to registration in National Office of Trade Register, regardless of whether it has as associates only natural persons and / or legal entities:
a) regarding the deadline for submitting the declaration at the registration of a new company, the provisions of art. 2 of GEO no. 191/2020 for the extension of the terms regarding the submission of documents provided by the associations and foundations, as well as of the legal persons registered in the trade register which establish that the term by which the declaration regarding the real beneficiary provided in art. 62 paragraph, (1) of Law no. 129/2019, with subsequent amendments and completions, is a maximum of 90 days from the end of the alert status - that is still in force on the date of publication of this article.
b) regarding the annual obligation to submit the statement - 15 days from the approval of the annual financial statements, given the fact that, regarding the companies, according to Order 58/2021, the deadline for submitting the annual financial statements to the territorial units of the Ministry of Finance is 150 days from the end of the financial year, ie 31.05.2021, it results that, this year, the declaration regarding the real beneficiary will have to be submitted no later than 15.06.2021 if conditions under GEO 191/2020 are no longer available.
c) regarding the situation in which there are changes in the structure of the associates - the term is 15 days from the date of their occurrence - seeing also above mentioned conditions under GEO 191/2020
Content and methods of declaration:
a) The declarations regarding the real beneficiary provided in art. 56 par. (1) and (4) and to art. 62 para. (1) of Law no. 129/2019, with subsequent amendments and completions, may be in the form of a document under private signature or electronic form and may be sent to the trade register office by electronic means, with electronic signature, through the portal https://recom.onrc.ro or by postal and courier services.
b) The mentioned declarations 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 the notary public or attested by a lawyer.
c) The indicative content of this declaration as it appears from the model on the website of the National Office of the Trade Register can be consulted here in Romanian version.
You can find the online submission instructions here in Romanian version.
Sanctions for non-compliance with the obligation to submit the declaration regarding the real beneficiary consist in applying a fine between 5,000 lei - 10,000 lei and, in case of non-compliance in order to fulfils the obligation within 30 days from the application of the fine, the dissolution may be ordered society.