Compulsory annual return to be filed by companies (Law 129/2019)

The deadline for filing the yearly beneficial ownership statement is 1 October 2021.

Law 129/2019, which requires the filing of the declaration of the beneficial owner of the company, provides that companies registered in the Commercial Register are required to file the declaration of the beneficial owner annually, within 15 days of the approval of the annual financial statements or within 15 days of the date on which a change in the beneficial owner occurs.

This year, the deadline for the approval of the financial statements was 31 May 2021, so the annual return was due 15 days after that date.

However, in May 2021, the deadline for submitting the yearly declaration was extended by GEO 43/2021 until 1 October 2021.

Who has to file the beneficial owner declaration?

Companies registered in the Trade Register, including those with only natural person partners. In 2020, the obligation on companies with only natural persons as shareholders was removed, but in 2021 this obligation was reintroduced.

Thus, all companies must file this declaration, regardless of whether they have individual and/or legal partners.

Is October 1, 2021, the filing deadline for all companies?

However, there is another deadline set by Law 129/2019. At the time of the entry into force of this law, companies that were already registered at that time, i.e., companies existing on 21.07.2019, were required to file this declaration within 12 months of the date of entry into force of the law. This deadline was extended successively during the state of emergency and the state of alert, and at this moment, it is expanded until the expiry of 90 days after the end of the state of alert. Given that the state of attention is still in force in Romania, according to Government Decision 932/2021, the 90-day period has yet to begin to run.

The logical conclusion is that companies that were already established at the date of entry into force of Law 129/2019 and that still need to file the beneficial ownership declaration are still in time to file it.

However, for companies established after 21.07.2019 and those based before 21.07.2019 but which filed the beneficial ownership declaration in 2020, the obligation to file the beneficial ownership declaration annually is activated. Consequently, these companies must file the beneficial ownership declaration by 1 October 2021 if they still need to do so this year.

However, companies that filed the beneficial ownership declaration in 2021 are no longer required to file it on 1 October 2021.

Of course, the obligation to submit the beneficial ownership declaration is maintained if there is a change from the previous statement within 15 days of the change.

How can the beneficial owner declaration be filed?

The statement can be given in the form of a privately signed document or in electronic form. It can be sent to the Trade Registry Office by electronic means, with an electronic signature (e-mail or online on the ONRC portal), by post, or by courier. The declaration can also be made in front of the Trade Register Office representative or submitted personally or by a representative, with a date specific, given by a notary public or certified by a lawyer, at the dedicated counter of the Trade Register Office. The Commercial Registry Office recommends submitting this declaration remotely (electronic or by post or courier) to avoid congestion at the counters.

The obligation to file the statement of beneficial ownership is also fulfilled by including, upon registration, in the memorandum of association the identification details of the beneficial owners and how control is exercised over the legal entity. Subsequent amendments to the identification data of the beneficial owners do not require an amending act to be drawn up for the instrument of incorporation, and the declaration may be filed separately under the conditions mentioned above.

The Commercial Registry Office provides a standard form in which the statement can be submitted. Still, it can also be submitted in another form, provided it contains the information required by law.

Finally, after filing the beneficial ownership declaration, the Commercial Registry Office no longer sends the depositors a confirmation of filing this declaration. Still, they can follow the application course on the ONRC online portal.