Legal Flash | Corporate
Changes brought by the entry into force of the new Law 129/2019 on the prevention and sanctioning of money laundering and terrorism financing, as well as for amending and supplementing certain normative acts – A Corporate Law Perspective (details)
On July 21, 2019, Law no. 129/2019 on the prevention and sanctioning of money laundering and terrorism financing, and on the amendment and supplementation of other legislative acts (Law 129/2019) came into force, as a measure to transpose Directive (EU) 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012, and repealing Directive 2005/60/EC and Commission Directive 2006/70/EC.
From a corporate standpoint, Law 129/2019 imposes the obligation for Romanian legal entities which are required to register with the Trade Registry to submit an affidavit in respect to the ultimate beneficial owner of that company, for the purpose of registration of the legal person in the Registry of ultimate beneficiary owners (it seems that such Registry has not been yet established). Such obligation is not incumbent to autonomous state companies, national companies or companies wholly or majority owned by the Romanian State.
The submission of the affidavit in respect to the ultimate beneficial owner shall be made upon incorporation, annually or upon the occurrence of a significant change in respect to the identification data of the ultimate beneficiary owner (i.e. last name, first name, date of birth, personal identification number, series and number of the identity document, nationality, domicile or residence).
The affidavit shall be registered with the relevant office of the Trade Registry within 15 days as of the approval of the annual financial statements, and, in case of any change concerning the identification data of the ultimate beneficial owner, the affidavit shall be submitted in 15 days since such modification intervened. From the perspective of the formalities required, the affidavit shall be made either in front of the clerk of the Trade Registry or in notarized form, submitted personally or by proxy.
The companies already registered with the Trade Registry by the time Law 129/2019 came into force shall comply with the above-mentioned obligations in a maximum term of 12 months since July 21, 2019.
Failure to meet the obligations to submit such affidavit represents contravention and it is sanctioned by fine in a range between RON 5,000 and RON 10,000 (approximately EUR 1,050 and EUR 2,100).
On a separate note, Law 129/2019 also forbids the issuance of bearer shares from the date of entry intro force of the law, and, furthermore, all bearer shares issued prior to July 21, 2019 shall be converted into registered shares. Any interested person may request the dissolution of a company which is non-compliant with such obligations.
Read also: Legal Flash – Changes brought by the entry into force of the new Law 129/2019 on the prevention and combating of money laundering and terrorism financing, as well as for amending and supplementing certain normative acts