Companies with only individuals as shareholders will no longer be required to submit the ultimate beneficial owner statement (if the shareholders are the only ultimate beneficial owners)

10 Jul 2020

The ultimate beneficial owner statement will only need to be updated in the event of amendments (the obligation to submit annually the ultimate beneficial owner statement has been repealed).

In brief

Law no. 108/2020 regarding the amendment and completion of Law no. 129/2019 for preventing and combating money laundering and terrorist financing, as well as for amending and supplementing certain laws, repealed the companies’ obligation to submit the annual ultimate beneficial owner statement. The same normative deed repealed the obligation of companies solely held by individuals to submit the ultimate beneficial owner statement when such individuals are the only ultimate beneficial owners.

In detail

For implementation of the above, the following amendments were approved:

Law no. 129/2019, article 56, paragraph (1) has been amended by repealing the companies’ obligation to submit the annual ultimate beneficial owner statement. Law no. 129/2019, article 56, paragraph (4) has been amended accordingly, by repealing the stipulation that the annual ultimate beneficial owner statement needs to be submitted within 15 days as of the approval of the financial statements;
The obligation to submit a new ultimate beneficial owner statement in the event of registered information changes is maintained;
Two new paragraphs have been introduced after paragraph 1 in Law no. 129/2019, article 56. Those added paragraphs provide that the following entities will no longer have to submit ultimate beneficial owner statements:

(i) Autonomous administrations, companies wholly- or majority-owned by the Romanian state.

(ii) Companies owned by individuals, provided that such individuals are the only ultimate beneficial owners. In these cases, the National Trade Registry Office has to fill in the ultimate beneficial owners registry based on the documents submitted with the incorporation request or based on the existing records, in the case of existing companies.

Source: [Law no. 108/2020 108/2020 regarding the amendment and completion of Law no. 129/2019 for preventing and combating money laundering and terrorist financing, as well as for amending and supplementing certain laws published in the Official Gazette no. 588 dated 6 July 2020 and which will enter into force on 9 July 2020]

The Takeaway

The ultimate beneficial owner statement will no longer need to be submitted annually;
Companies solely owned by individuals will no longer have to submit the ultimate beneficial owner statement, provided that such individuals are the only ultimate beneficial owners.