Newsletter 9/2019 - Measures to prevent and combat money laundering and terrorist financing

1. Obligation to register real beneficiaries in the Registry of Real Beneficiaries held by the National Trade Register Office.

2. Obligation to convert bearer shares into nominative shares by the issuing companies.

1. Registry of Real Beneficiaries 
In order of preventing and combating money laundering, private legal entities and fiduciaries registered in Romania are required to obtain and maintain adequate, accurate and up-to-date information about their real beneficiary, including how this quality is materialized, and to make them available to supervisory authorities at their request. For this purpose, the National Trade Register Office will organize a central register in which data will be recorded on the real beneficiaries of the legal entities subject to the registration obligation in the trade register, except for the autonomous companies, the national companies and the companies fully owned or prevailing owned by the state.  

Obligations established by Law no. 129/2019
The declaration of the real beneficiary who, within the meaning of the normative act, is any natural person that owns or controls a legal entity by exercising the property right, directly or indirectly, on a number of, at least, 25% of shares or voting rights.

Who makes the statement? 
Legal entities with the exception of autonomous companies, companies and national companies and companies that are fully or majority owned by the state will submit, annually, or whenever a change occurs, a statement regarding the real beneficiary of the legal entity for registration in the Registry of Real Beneficiaries. 

Deadline for submission of the Real Beneficiary statement
Within 12 months of the entry into force of Law no. 129/2019, companies registered until this date, except for companies and national companies, as well as companies fully owned or majority owned by the state, will submit, through the care of their legal representative, to the Registry of Real Beneficiaries, kept by the National Trade Register Office, the abovementioned statement. 

The abovementioned legal persons will submit at the registration, annually, or whenever a change occurs, a statement regarding the real beneficiary of the legal entity, for registration in the Registry of Real Beneficiaries. The annual statement shall be filed at the National Trade Register Office in which the legal person is registered within 15 days of the approval of the annual financial statements, and if there is an amendment to the identification data of the real beneficiary, the statement shall be submitted within 15 days from the date of the amendment.
The declaration may be made in front of the representative of the Trade Register Office or it may be filed in authentic form, personal or by a representative. 
 
Sanctions
The non-compliance by the Director which represents the company of the above obligation is a contravention and it will be sanctioned by a fine starting from 5.000 lei to 10.000 lei. 

Information to be provided
The statement will contain the identification data of the actual beneficiaries, as well as the ways in which the control is exercised over the legal person. The identification data of the real owner are: name, surname, date of birth, personal numeric code, serial number and identity number, nationality, domicile or residence. 

2. Conversion of bearer shares into nominative shares
Starting with the date of entry into force of Law no. 129/2019, the legal provisions regarding the bearer shares are abolished, the share capital of the joint stock companies being represented only by nominative shares. Also, it is forbidden to issue new bearer shares and to perform operations with existing bearer shares. 

Obligations established by Law no. 129/2019
At the date of entry into force of this law, it is forbidden to issue new bearer shares and to perform operations with the existing bearer shares. Bearer shares issued prior to the entry into force of the law will be converted into nominative shares within 18 months of the entry into force of the normative act. 

Who is subject to the obligation?
Holders with any title of the bearer shares shall deposit them at the registered office of the issuing company within 18 months from the date of entry into force of this law. At the expiration date of the term, the board of directors of the company shall enclose on the titles and in the share register the following: name, surname, personal numerical code and domicile of the natural person shareholder or the name, registered office, registration number and unique registration code of the legal entity shareholder, as the case may be. The bearer shares not deposited at the registered office of the issuing company are legally canceled at the deadline stipulated, with the consequent reduction of the share capital. 


The conversion term of the share
Within 18 months of the entry into force of this law, bearer shares will be converted into nominative shares, otherwise they will be canceled by law, with the consequence of the corresponding reduction of the share capital, which will be registered in the trade register. 

Sanctions
Failure to comply with the conversion obligation, until the expiration of the term of 18 months, by the joint stock companies and the partnership by joint-stock companies, gives the right to any interested person, as well as the National Trade Register Office, to ask the Court, or, as the case the Specialized Court, the dissolution of the respective company.


Disclaimer
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