This year in July we were faced with the new legal provisions set by Law no. 129/2019 for preventing abuse of the financial system for money laundering and terrorism purposes, which introduced a new task for entrepreneurs – submitting a statement regarding the company’s ultimate beneficiary.
Law 129 is actually an implementation of Directive (EU) 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing.
- Who is the “ultimate beneficial owner”?
The definition can be found in Art. 4 par. 2 of Law no. 129/2019:
“For companies incorporated under Law no.31/2019, republished with modifications and further additions:
natural person(s) who ultimately owns or controls a legal entity through direct or indirect ownership of a sufficient percentage of the shares or voting rights or ownership interest in that entity, including through bearer shareholdings, or through control via other means, other than a company listed on a regulated market that is subject to disclosure requirements consistent with Union law or subject to equivalent international standards which ensure adequate transparency of ownership information. This requirement is met in case of ownership of 25% of shares in addition a share or one’s participation with one’s own capital of more than 25%.
The natural person that manages the legal person if, after having exhausted all possible means and provided there are no grounds for suspicion, no person under point 1 is identified, or if there is any doubt that the person(s) identified are the beneficial owner(s), in which case the obliged entities shall keep records of the actions taken in order to identify the beneficial ownership under point 1 and this point.“
Therefore, for a Romanian limited liability company (SRL) the ultimate beneficiaries are the associates/shareholders holding over 25% of share capital. And even if they are not company shareholders, administrators will be considered persons which exercise control over the company.
- Who must submit the statement?
The statement must be submitted by all companies, either registered before or after the new legislation came into force.
- When must I submit the statement?
Art. 63 from Law no. 129/2019 mentions that companies already incorporated have 12 months to submit the statement, so until July 21st 2020.
As for companies incorporated after the new legislation came into force, the statement regarding ultimate beneficial owner will simply be included in the incorporation file.
Basically, you will not be able to register a new company without the statement for ultimate beneficiary. Without it, your file will be postponed or ultimately rejected by the Trade Registry. And companies already registered which don’t file the statement until July 2020 can be subject to great sanctions, detailed below.
- How can I give the statement?
The statement can be given in just 2 manners: either in authentic form, at a public notary office, or in person at the Trade Registry.
The statement will not be accepted at the Trade Registry if it is in a simple form, under private signature.
- What are the consequences if I do not submit the statement?
Companies that don’t submit the statement in the legal term risk fines between 5.000 and 10.000 Lei. Eventually, the company can even be sanctioned with deregistration, in accordance with Art.237 from Law No.31/1990.
You can find the official template of the Ultimate Beneficiary Statement on the Trade Registry website.
R&R Partners Bucharest is a Romanian law firm specialized in litigation, immigration and business law