“Companies have the obligation to annually submit Statement on ultimate beneficial owner
(UBO), and in 2021 the legal deadline shall expire on October 1 st , 2021.”
Starting 2019 via the Law on preventing and combating money laundering and terrorism
financing entered into force in July 2019, a new obligation has been enforced on companies,
namely to annually submit a Statement regarding the ultimate beneficial owner (UBO).
For year 2021 the maximum legal deadline to submit such Statement, extended via a
Government Emergency Ordinance enacted in May, shall expire on October 1 st , 2021. In any
other year, the legal deadline to submit such Statement is 15 days as of the approval date of
the annual financial statements or 15 days as of the date when any amendments to ultimate
beneficial owner have occurred.
Submitting such Statement is made annually or any other time when an amendment to the
ultimate beneficial owner has occurred. The Statement is signed by legal representative,
generally the company’s administrator. Submitting a false statement is a criminal offence.
By ultimate beneficial owner it is understood a natural or legal person that directly or
indirectly owns or controls a company. Owning more than 25% plus one of the shares in a
company is presumed as ultimate beneficial owner of such company. In the hypothesis in
which no natural person shall own more than 25% of the shares, the ultimate beneficial owner
shall be deemed to be the administrator or the members of the administration board.
In case of associations or foundations, the ultimate beneficial owners are the founders.
As of April 2021 it has been repealed the provision pursuant to which the obligation to
submit the Statement is not applicable to legal persons whose shareholders are solely natural
persons, when such are the sole ultimate beneficial owners, for instance L.L.C. / S.R.L. with
sole shareholder or with natural person shareholders.
Identification of ultimate beneficial owners can be made by including such data under the
Constitutive Deed when the company is registered.
Statement can be issued in front of the trade registry representative or with certified date by
the lawyer or notary public. Also, the Statement may be issued under private signature on
paper or signed with electronic signature.
