Associations and foundations, as well as legal persons registered with the Trade Register have a new 90-day time lapse since the end of the state of alert in Romania to declare the beneficial owner to the competent bodies, according to the new provisions of the GEO no 191 of October 28, 2020.
For the record, the latest state of alert was declared in Romania on November 14, 2020 and set to last 30 days, but it is most likely to be extended.
“Beneficial owner” means any natural person who ultimately owns or controls the client and / or the natural person in whose name / on whose behalf a transaction, operation or activity is carried out directly or indirectly.
If the beneficial owner of companies incorporated under Company Law No 31/1990, is the natural person (s) who ultimately own(s) or control(s) the company subject to registration with the Trade Register, when it comes to associations and foundations, the beneficial owner may be: (i) the partners or the founders; (ii) the members of the Board of Directors; (iii) the persons having executive powers delegated by the Board of Directors to exercise its attributions; (iv) in the case of associations, the category of natural persons or, as the case may be, the natural persons in whose main interest the association was created, i.e., in the case of foundations, the category of natural persons in the main interest of which the foundation was created; (v) any other natural person who ultimately controls, by any means, the non-profit legal person.
CONTENT AND FORM OF THE STATEMENT ON THE BENEFICIAL OWNER
For companies: the sworn statement on the beneficial owner can be made in writing, as a private deed or in electronic form and sent to the Trade Register, without any other formality, by electronic means, signed electronically or by the post or mail.
The statement can also take the form of an authentic deed, certified by a lawyer or signed before the Trade Register.
For NGOs: the statement shall mandatorily take an authentic form; it shall be given in front of a notary and be submitted in original to the Ministry of Justice.
CONTENT OF THE STATEMENT
In all cases, the statement must provide the identification data of the beneficial owner, namely: name, first name, date of birth, personal identification number, series and number of the identity document, citizenship, domicile or residence.
Anyway, even if the deadline for filing the statement has been extended again, the identification of the beneficial owner in itself still remains a real challenge, both for companies and for NGOs, because of their structure, the number of partners / founders. We shall see how things evolve in months to come.
Finally, it should be noted that the postponement of the filing of the statement on the beneficial owner as provided for under the GEO no. 191/2020 does not apply to entities pending incorporation, both NGOs and companies that are not exempted from the obligation to declare the “beneficial owner”. Therefore, in these cases, the statement on the “beneficial owner” must be made at the time of filing the articles of incorporation.
GRUIA DUFAUT LAW OFFICE
Attorneys at law (Paris & Bucharest)