Law no. 101/2021 on the approval and amendment of Government Emergency Ordinance no. 111/2020 amending Law no. 129/2019 on money laundering and terrorist financing as well as other specific legislation entered into force on 30 April 2021.
One of the more important amendments to Law no. 101/2020 is the reintroduction of the obligation to submit an annual declaration regarding the real beneficial owner (UBO). Companies must therefore submit a UBO declaration in the following cases: upon incorporation, annually or whenever there is a change to the real beneficiary of the company.
Moreover, for already incorporated companies, the obligation to submit a UBO declaration within 12 months of the date of entry into force of Law no. 129/2019 is maintained. As a result of the pandemic, existing companies must submit a UBO declaration within a maximum of 90 days from the date on which the ongoing state of alert comes to an end.
However, as the obligation to submit an annual UBO statement has been re-established, already incorporated companies will be required to submit their annual UBO declarations within 15 days of the approval of their annual financial statements.
The deadline for submitting financial statements for 2021 (including the approval of the financial statements) is the end of May. Therefore, the annual UBO declaration for 2021 must be submitted by mid-June at the latest.
If a change occurs to the identification data of the final beneficiary, a UBO declaration must be submitted to the Trade Register within 15 days of the date on which the change occurred.
Failure to comply with these obligations will be punished with a fine of between RON 5,000 and 10,000 (EUR 1,000 and 2,000), while repeated non-compliance for more than 30 days from the imposition of the fine may lead to dissolution of the company.
Law no. 101/2020 does not make any changes to the form of the UBO declaration or the procedure for submitting it to the Trade Register.
Another major amendment introduced by Law no. 101/2020 is the abrogation of exemptions from the obligation to submit UBO declarations for companies consisting only of natural persons if they are the only real beneficiaries. From now on, companies wholly owned by individuals will also have to comply with the requirement to submit a UBO declaration.
Source: Law no. 101/2021 on the approval of Government Emergency Ordinance no. 111/2020 regarding the amendment and supplementation of Law no. 129/2019 on the prevention and combating of money laundering and terrorist financing, as well as on the amendment and supplementation of various normative acts, the supplementation of art. 218 of Government Emergency Ordinance no. 99/2006 regarding credit institutions and capital adequacy, the amendment and supplementation of Law no. 207/2015 on the Fiscal Procedure Code, and the supplementation of art. 12 para. (5) of Law no. 237/2015 on the authorisation and supervision of the insurance and reinsurance sector, as published in the Official Gazette no. 446 on 27 April 2021.