By a law adopted at the end of 2021 (number 315 / 29.12.2021) the law 129/2019 for preventing and combating money laundering and terrorist financing was amended regarding the obligation to submit the declaration regarding the ultimate beneficiary (ies). Thus, according to art. 56 of Law 129/2019, legal entities subject to the obligation to register in the trade register must submit at incorporation and whenever there is a change a declaration regarding the ultimate beneficial owner of the legal person, to register in the Register of ultimate beneficial owners of companies, except for autonomous companies, companies and national companies and companies wholly or majority owned by the state.

According to the same article in addition to the above obligation, legal entities subject to the obligation to register in the trade register, which have in the shareholding structure registered entities and / or which have their fiscal headquarters in non-cooperating jurisdictions from a fiscal point of view and / or jurisdictions with a high degree of money laundering and / or terrorist financing risk and / or in jurisdictions under the monitoring of relevant international bodies for money laundering / terrorist financing risk, must submit an annual statement on the ultimate beneficial owner of the legal entity , in order to be registered in the Register of the ultimate beneficial owners of the companies, within 15 days from the approval of the annual financial statements.

Article 62 which stated the obligation for legal entities registered in the trade register prior to the date of entry into force of Law 129/2019 to submit the declaration on the ultimate beneficial owner within 12 months was repealed by Law 315 / 29.12.2021, the obligation being considered fulfilled for legal entities that have submitted at least one declaration regarding the ultimate beneficial owner after the date of entry into force of law 129/2019, respectively after July 21^st, 2019.

Below the list of countries provided by Article 56 para. (13) of Law 129/2019 for which there is an annual obligation to submit the declaration on the ultimate beneficial owner within 15 days from the approval of the financial statements.

1. List of non-cooperating jurisdictions for tax purposes:

– American Samoa;

– Fiji;

– Guam;

– Palau;

– Panama;

– Samoa;

– Trinidad and Tobago;

– US Virgin Islands;

– Vanuatu;

2. List of jurisdictions with a high risk of money laundering and / or terrorist financing:

-North Korea;

– Iran

3. List of jurisdictions under the monitoring of relevant international bodies for money laundering / terrorist financing risk:

– Albania

– Barbados

– Burkina Faso

– Cambodia

– Cayman Islands

– Haiti

– Jamaica

– Jordan

– Mali

– Malta

– Morocco

– Myanmar

– Nicaragua

– Pakistan

– Panama

– Philippines

– Senegal

– South Sudan

– Write

– Turkey

– Uganda

– United Arab Emirates

– Yemen

Non-compliance by the legal representative of the legal entities of the obligation to submit the declaration regarding the identification data of the ultimate beneficial owner under art. 56 constitutes a contravention and is sanctioned with a fine from 5,000 lei to 10,000 lei. The fine report is communicated to the trade register office, in which it is recorded that the non-submission of the declaration entails the dissolution of the company, under the conditions of art. 237 of Law no. 31/1990, republished, with subsequent amendments and completions.

During 03.07.2020 – 30.04.2021 the legal entities consisting only of natural persons associates (when they are the only real beneficiaries) were exempted from the obligation to submit the declaration regarding the ultimate beneficial owner and under art. 56 in the absence of submitting such declaration, the National Office of the Trade Register was obliged to complete ex officio the Register of ultimate beneficial owners of the companies based on the documents accompanying the registration application or based on the records held in the case of already registered companies. However, it is good to check whether the Register of ultimate beneficial owners of the companies was updated ex officio if no registration was made in the trade register between 03.07.2020 – 30.04.2021, given the amount of the fine for failure to file such declaration.