Romania

What is the legal basis of the Transparency Register in the respective Member State?

At present, there is a draft law to implement the Directive by the Act on the prevention and combating money laundering and terrorism financing.

Is there an obligation of a UBO or shareholder to proactively provide information on the UBO to the legal entity?

Based on the provisions of the draft law, the obligation to provide the information on UBO rests on the legal entity, whose legal representative submits to the relevant authority a statement incorporating identification information regarding the UBO. This statement must be filed at the incorporation, annually, or any time there is a change in the respective statement. 


For legal entities that are required to be registered with the Trade Registry, the annual statement must be filed within 15 days after the annual financial statements are approved, and any changes must be filed within 15 days after the date such change has occurred. 


For non-governmental organizations and foundations, the annual statement must be submitted with the Ministry of Justice by January 15 of each year, and any changes must be filed within 15 days after such change has occurred. 


For trusts (fiducie), the information on the UBO must be provided when such trust is created.

Is there an obligation of a legal entity to actively inquire with its shareholders/partners on the identity of the UBO(s)?

Based on the provisions of the draft law, the obligation to provide the information on UBO rests on the legal entity, whose legal representative submits to the relevant authority a statement incorporating identification information regarding the UBO. This statement must be filed at the incorporation, annually, or any time there is a change in the respective statement. 


For legal entities that are required to be registered with the Trade Registry, the annual statement must be filed within 15 days after the annual financial statements are approved, and any changes must be filed within 15 days after the date such change has occurred. 


For non-governmental organizations and foundations, the annual statement must be submitted with the Ministry of Justice by January 15 of each year, and any changes must be filed within 15 days after such change has occurred. 


For trusts (fiducie), the information on the UBO must be provided when such trust is created.

Who is required to make filings with the Transparency Register, the legal entity or the UBO?

Based on the provisions of the draft law, the obligation to provide the information on UBO rests on the legal entity, whose legal representative submits to the relevant authority a statement incorporating identification information regarding the UBO. This statement must be filed at the incorporation, annually, or any time there is a change in the respective statement. 


For legal entities that are required to be registered with the Trade Registry, the annual statement must be filed within 15 days after the annual financial statements are approved, and any changes must be filed within 15 days after the date such change has occurred. 


For non-governmental organizations and foundations, the annual statement must be submitted with the Ministry of Justice by January 15 of each year, and any changes must be filed within 15 days after such change has occurred. 


For trusts (fiducie), the information on the UBO must be provided when such trust is created.

Are there exemptions to the filing obligation?

Yes. 
State-owned companies are exempt from submitting information on UBO.

What is the due date for the initial filing with the Transparency Register?

Within 12 months as of the date of entry into force of the draft law. 


All legal entities incorporated after the date of entry into force of the draft law will provide this statement along with the incorporation documentation.

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

With respect to legal entities required to be registered with the Trade Registry, in case of breach of transparency obligations, the director of the legal entity is subject to a fine ranging from EUR 1,100 to EUR 2,200. 


Subsequently, if the statement incorporating information regarding the UBO is not submitted within 30 days of the director being fined, the National Trade Registry Office may seek in court the dissolution of the legal entity.

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

For non-governmental organisations and foundations, the registry will be kept by the Ministry of Justice. 


For legal entities required to be registered with the Trade Registry, the registry will be kept by the National Trade Registry Office. 


For trusts (fiducie), the registry will kept by the National Fiscal Administration Agency (which will become operational within 120 days of the effective date of the draft law).