What is a Beneficial Owner and How to Declare It in Romania
Who is the beneficial owner of a Romanian company?
The beneficial owner is the natural person who ultimately owns or controls a company. Romanian companies must identify that person correctly, record the means of control and update the Trade Register when the relevant information changes.
Select the relevant identification test:
A holding of 25% plus one share, or a participation of more than 25% in the capital, is an indication of direct ownership when held by a natural person. Indirect ownership may exist through one or more controlled entities.
Key point: most Romanian companies do not file a beneficial-owner declaration every year. The usual filing moments are incorporation and any later change concerning the beneficial owner or that person’s identification data. Apart from incorporation and subsequent changes, an annual filing obligation applies only to the entities described in Article 56(1³) of Law no. 129/2019.
How is a beneficial owner identified in Romania?
Article 4 of Law no. 129/2019 defines a beneficial owner as any natural person who ultimately owns or controls a legal entity, or the natural person on whose behalf a transaction or activity is conducted.
For a company, identification normally follows three levels:
Which Romanian entities must declare their beneficial owners?
Persons subject to registration with the Romanian Trade Register must provide beneficial-owner information under Article 56 of Law no. 129/2019. At incorporation, the obligation may also be fulfilled by including the required identification data and means of control in the articles of association.
The person making the declaration is the company’s legal representative. The analysis behind the declaration should cover the full ownership and control structure, particularly where the Romanian company has foreign corporate shareholders, nominee arrangements or several intermediate holding companies.
For foreign founders incorporating locally, beneficial-owner identification should be coordinated with the wider Romanian company formation process and the supporting corporate documents collected from each jurisdiction.
When must a beneficial-owner declaration be filed?
| Filing event | Who is affected? | Deadline | Practical point |
|---|---|---|---|
| Incorporation | Legal entities subject to registration with the Trade Register | As part of the incorporation filing | The obligation may be fulfilled through the articles of association if all required data and means of control are included. |
| Change of beneficial owner or identification data | Registered legal entities affected by the change | Within 15 days from the date of the change | A share transfer, restructuring or change of personal data should trigger an immediate review. |
| Annual declaration | Only entities within Article 56(1³) | Within 15 days after approval of the annual financial statements | This is not a universal annual obligation. |
Who has an annual filing obligation?
Apart from the filing required at incorporation and following subsequent changes, the additional annual filing obligation applies only where the registered entity has, in its shareholding structure, entities incorporated, registered or fiscally resident in:
- non-cooperative jurisdictions for tax purposes;
- jurisdictions presenting a high money-laundering or terrorist-financing risk; or
- jurisdictions monitored by relevant international bodies for money-laundering or terrorist-financing risk.
The lists are not static. They are updated by the competent international bodies and published through official channels. Reference should be made to the applicable EU, FATF and Romanian-designated lists in force at the relevant filing date rather than to a fixed list copied from an older source.
What information must the declaration contain?
Article 56(2) and (3) requires the declaration of each beneficial owner’s identification data and the manner in which control is exercised. The information includes:
- full name;
- date of birth;
- personal numerical code, where one has been assigned;
- series and number of the identity document;
- citizenship;
- domicile or residence; and
- the manner in which the person exercises ultimate ownership or control.
The control description should identify the relevant legal criterion and the ownership chain. Generic wording may be insufficient where control is indirect or based on contractual or voting rights.
How can the declaration be signed and submitted?
At incorporation, Article 56(6) allows the beneficial-owner data and the means of control to be included in the articles of association. Outside that step, Article 56(5) sets the principal form of the declaration. The availability and technical requirements of electronic filing are governed by the current ONRC procedures and online platform requirements, which should always be verified before submission.
| Document or signature form | Available submission route | Important condition |
|---|---|---|
| Declaration made before an ONRC representative | At the competent Trade Register office | The declarant follows the current office procedure and uses the applicable form. |
| Declaration with a certain date from a notary or attested by a lawyer | Filed personally or through a representative | This is the route expressly provided by Article 56(5); the representative’s authority must also be valid for the filing. |
| Electronic filing through ONRC MyPortal | ONRC online services | Check the live ONRC requirements for the accepted document format, electronic signature and representation route before submission. |
ONRC provides electronic filing through ONRC MyPortal. The current form, accepted document format, electronic-signature requirements and filing category should be checked immediately before submission.
Which corporate changes require a new UBO review?
A formal review should take place whenever an event can change ultimate ownership, control or the identification data already recorded. Examples include:
- a transfer of shares or participation interests;
- an issue, cancellation or redistribution of shares;
- a change in the foreign ownership chain;
- a shareholder agreement changing voting or appointment rights;
- a merger, demerger or internal group reorganisation;
- a change concerning the person used as senior managing official; or
- a change in a beneficial owner’s identity-document, residence or other declared data.
A transaction may therefore require both the corporate registration steps explained in our guide to changing shareholders in a Romanian company and a separate beneficial-owner filing. Rights created in a Romanian shareholder agreement should also be checked for control through other means.
What are the penalties for non-compliance?
Under Article 57 of Law no. 129/2019, failure by the legal representative to submit the declaration constitutes an administrative offence punishable by a fine from RON 5,000 to RON 10,000.
If the declaration is still not submitted within 30 days after the sanction is applied, the competent tribunal may order the company’s dissolution at the request of the National Trade Register Office. The ground for dissolution can be remedied before final submissions on the merits.
Beneficial owner Romania: practical filing workflow
From ownership review to Trade Register update
A reliable filing starts with the complete ownership chain, not with the declaration form. Select a stage to see its practical purpose.
Trace each direct and indirect corporate shareholder until the natural persons at the end of the ownership and control chain are identified.
Checklist for foreign-owned Romanian companies
Need assistance with a Romanian beneficial-owner filing?
Atrium Romanian Lawyers assists Romanian companies, foreign founders and international groups with beneficial-owner analysis, declarations, shareholding changes and Trade Register filings.
Frequently asked questions
Does every Romanian company file a beneficial-owner declaration annually?
No. Most companies file at incorporation and when the beneficial owner or the declared identification data changes. Apart from those filing events, an additional annual obligation applies only to the entities described in Article 56(1³) of Law no. 129/2019.
What is the ownership threshold for a beneficial owner in Romania?
Holding 25% plus one share, or a participation exceeding 25% of the capital, indicates direct ownership by a natural person. Indirect ownership and control through other means must also be considered.
What is the deadline after a change?
The declaration must be filed within 15 days from the date on which the beneficial owner or the relevant identification data changes.
Can the declaration be submitted online?
ONRC provides electronic filing through its online services. Before using that route, check the live platform requirements for the applicable form, accepted document format, electronic signature and representation. Article 56(5) also provides for a declaration made before an ONRC representative or filed personally or through a representative with a certain date from a notary or an attorney attestation.
Can a lawyer assist with the declaration?
Yes. A Romanian lawyer can analyse the ownership and control chain, prepare or attest the declaration where appropriate, represent the company in the filing and coordinate it with related corporate registrations.
What happens if the declaration is not filed?
The legal representative may receive a fine from RON 5,000 to RON 10,000. Continued non-compliance for 30 days after the sanction may lead to a court dissolution request by the National Trade Register Office.
Disclaimer: This article provides general information and does not constitute legal advice. Beneficial-owner status and filing obligations depend on the current legislation, ownership structure, control rights and facts of each company.
AI Notice: AI-assisted content, reviewed by a qualified Romanian lawyer.
