Last updated: 3 June 2021
- Filed under:
- Legal News
- Gabriela POPESCU
The deadline for filing the annual statement on the identification of the beneficial owner has been extended until October 1, 2021 pursuant to the GEO no. 43 of May 27, 2021, published in the Official Gazette no. 561 of May 31, 2021.
For the record, the obligation to submit yearly the statement on the identification of the beneficial owner of companies, within the 15 days following to the date of approval of the annual financial statements, has been restored by the Law no. 101/2021.
Nevertheless, considering the current epidemiological context, by derogation from the legal provisions in force, in 2021 the annual statement on the beneficial owner of the company is to be submitted to the Trade Registry until October 1, 2021.
According to the provisions of the Law no. 129/2019, the statement on the beneficial owner is to be submitted:
- upon incorporation of the concerned legal entity;
- annually, within the 15 days following the approval of the annual financial statements of legal entities incorporated under the Law on companies no. 31/1990 ;
- within the 15 days following any change regarding the information originally submitted on the beneficial owner of the legal entity.
The entry into force of the Law no. 101/2021 has prompted the obligation to submit the statement on the beneficial owner also to companies formed exclusively by individuals.
The annual statement on the beneficial owner may be submitted as a private deed, in electronic form and can be communicated to the Trade registry electronically, electronically signed or by postal services.
The annual statement on the beneficial owner can also be given before the officials of the Trade Registry or submitted, either personally or by proxy, bearing certain date given either by the notary or by an attorney-at-law.
Who are the beneficial owners of legal entities ?
- the natural person(s) who ultimately owns or controls a legal entity, subject to registration with the Trade Registry, 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. A shareholding of 25 % plus one share or an ownership interest of more than 25 % in the customer held by a natural person shall be an indication of direct ownership.
- the natural person(s) who hold the position of senior managing official(s) (director(s), member(s) of the Board of Directors / Supervisory Board, managers who are delegated authority by the Board of Directors / the Director, the members of the Directorate), if, after having exhausted all possible means and provided there are no grounds for suspicion, no natural person is identified, or if there is any doubt that the person(s) identified are the beneficial owner(s);
Are subject to an obligation to submit the statement on the beneficial owner: the companies registered with the Trade Registry (incorporated and existing under the Law no. 31/1990), associations and foundations, other entities and collective investment undertakings existing before the entry into force of the law as well as those pending incorporation.