The transparency register in the 4th AML directive in Romania

On 15 July 2020, Government Emergency Ordinance No. 111/2020 (GEO 111/2020) entered into force, transposing the Directive and therefore amending the provisions of Law no. 129/2019, which transposed the Directive (EU) 2015/849 of the European Parliament and of the Council.

Upon request only. 

The UBO / shareholder has the obligation to provide such identification information upon request of the legal entity.

No.

A legal entity has the obligation to obtain and hold up-to-date and complete identification information with respect to the UBOs. 

With respect to its business partners, a legal entity does not have the obligation to obtain or to hold identification information with respect to the UBOs of such partners, provided that such entity is not under a legal reporting obligation.

The legal entity has the obligation to submit a statement regarding the UBOs, signed by its legal representative, to the relevant authority. 

5. Are there exemptions to the filing obligation?

Yes.

State-owned companies and legal entities with shareholding structures comprised solely of individuals, provided that they are the only UBOs of such entities, are exempt from submitting information on the UBO.

6. What is the due date for the initial filing? Is there an obligation to update the filing?

An initial UBO statement should be filed as follows:

  • by 1 November 2020, for entities and NGOs registered before 21 July 2019; 
  • upon incorporation, for entities incorporated after 21 July 2019.

A UBO statement must be updated:

  • For legal entities registered with the Trade Registry: within 15 days after any change to a UBO statement occurs, but by 1 November 2020 for changes occurring after 1 March 2020;
  • For NGOs: yearly, before 15 January, or within 30 days after any change to a UBO statement occurs, but by 1 November 2020 for changes occurring after 14 February 2020;
  • For trusts ("fiducie"): within 30 days after any change / termination occurs.

7. What are the sanctions in case of a breach of the transparency obligation?

For legal entities required to be registered with the Trade Registry, a fine ranging from EUR 1,100 to EUR 2,200.

Subsequently, if the breach persists, the National Trade Registry Office may seek the dissolution of the legal entity in court.
For NGOs required to be registered with the register kept by the Ministry of Justice, a fine ranging from EUR 40 to EUR 1,050.
Subsequently, if the breach persists, the Public Ministry or the National Office for Preventing and Combating Money Laundering may seek the dissolution of such NGO in court.

For trusts, the sanction is the absolute nullity of the entity.

8. Is the Transparency Register established as a separate register or part of an existing one?

The UBO information will be held in separate Transparency Registers maintained as follows: 

  • by the National Trade Registry Office, for legal entities;
  • by the Ministry of Justice, for NGOs;
  • by the National Fiscal Administration Agency, for trusts.    

9. Notable amendments (including through the Directive)

Legal entities must maintain records of their efforts to identify the UBOs.

Persons having legal reporting obligations need to obtain proof that their partners have registered their UBO information with the Transparency Registers.

Removal of the requirement under previous regulation that a person requesting UBO information from the Transparency Registers should prove a legitimate interest to make this request.