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Transparency and compliance with legal regulations have become mandatory standards for companies operating in Romania. One of the key requirements that legal entities must comply with is the correct declaration of the ultimate beneficial owner in Romania (UBO).
This obligation is primarily regulated by Law No. 129/2019 on the prevention and combating of money laundering, as amended by Law No. 315/2021, and involves both procedural requirements and significant penalties for non-compliance.
Pursuant to Law No. 129/2019 and the amendments introduced by Law No. 315/2021, the following obligations are imposed on legal entities registered with the Trade Register:
The statement should be submitted at the time of incorporation, or information regarding the beneficial owner must be included in the constitutive documents.
The statement must be updated and submitted whenever there are changes in the ownership structure or in the identification details of the beneficial owner, within 15 days from the date of such changes.
The obligation to submit the annual statement regarding the beneficial owner applies ONLY to entities that have, in their ownership structure, shareholders from jurisdictions deemed non-cooperative from a fiscal perspective, or with a high risk of money laundering and/or financing of terrorism.
These jurisdictions are classified based on fiscal risk and money laundering risk, and may include, but are not limited to:
The list of countries is subject to change and should be regularly consulted on official websites, such as:
The deadline for submitting the annual statement regarding the beneficial owner is 15 days after the approval of the annual financial statements. This means that legal entities required to submit the statement must ensure compliance with this deadline to avoid legal sanctions.
Failure to comply with the obligation to submit the statement constitutes a contravention and is subject to a fine ranging from 5,000 lei to 10,000 lei. A report of the contravention will be communicated to the Trade Register Office, and failure to submit the statement may lead to the dissolution of the company.
The statement shall be signed by the legal representative of the legal entity and shall include the identification data of the beneficial owners, namely name, surname, date and place of birth, personal identification number, identity card number, nationality, domicile or residence, as well as the manner in which control over the legal entity is exercised.
The statement regarding the beneficial owner may be signed under private signature, in the presence of a notary (apostilled if necessary), or as a document certified by a lawyer. Submission can be accomplished through the Trade Register portal, as well as via postal mail or express courier.
Compliance with these legal obligations is essential to prevent potential sanctions and to ensure transparency in economic activities. Legal entities are advised to periodically verify their compliance with the applicable legislation.
Our team of consultants can help you properly fulfill the legal obligations related to the Ultimate Beneficial Owner (UBO), regardless of your company’s legal form. We offer complete support for the declaration of the ultimate beneficial owner in Romania, ensuring accuracy and compliance at every step.
Learn more about the legal advisory and corporate consultancy services offered by Accace Romania.
About Accace
Accace is a proactive consultancy and outsourcing partner who bridges the gap between needs and solutions. Combining smart and streamlined technology with a holistic approach, we provide an all-round care to clients and consider their matters as our own. With over 800 experts and approximately 2,000 customers, we have vast experience with facilitating the smooth operation and growth of small to large-scale, global businesses.
About Accace Circle
Accace operates internationally as Accace Circle, a co-created business community of like-minded BPO providers and advisors who deliver outstanding services with elevated customer experience and erase the borders of service delivery. Covering over 60 jurisdictions with more than 7,000 professionals, we support over 80,000 customers, mostly mid-size and international Fortune 500 companies from various sectors, and process at least 800,000 pay slips globally.
