On 30 April 2021 Law no. 101/2021 entered into force,[1] approving, and amending the Government Emergency Ordinance no. 111/2020 concerning amendments to Law no. 129/2019 on prevention and fighting money laundering and terrorist financing.
The changes discussed below refer to the obligation for the companies to submit the statement concerning the ultimate beneficial owner (UBO).
An important change is that the obligation to submit annually the UBO statement was reinstated, after being previously repealed by Law no. 108/2020.[2] The obligation to submit such statement at the incorporation of the company and whenever changes occur on the UBO was kept from the entry into force of Law no. 129/2019 to date.
Another change is that companies incorporated only by individuals must also submit the UBO statement even when they are the only ultimate beneficiaries. Between 6 July 2020, when Law no. 108/2020 entered into force, until 30 April 2021 when the latest amendment to Law no. 129/2019 entered into force, companies incorporated only by individuals when they are the only ultimate beneficiaries were exempted from submitting the UBO statement.
The term for submitting the annual UBO statement is of 15 days as of the approval of the annual financial statements (that should be submitted this year on 31 May 2021). The UBO statement can be submitted until the expiry of a 90 days term as of the end of the state of alert in simple signed or electronic form. After this term, the statement can be given before the trade registry representative or can be submitted as a document with ascertained date by notary or attested by lawyers.
The UBO is the individual ultimately holding or controlling a company, as these terms were defined by Law no. 129/2019, as subsequently amended. The criteria for determining the UBO also applies to foreign corporate entities.
A Government Emergency Ordinance extending the deadline for the annual UBO statement to be submitted appears to be currently under debate and it remains to be seen if it will be approved until the deadline for submitting the annual financial statements this year.
Later edit: The deadline for companies to submit the annual UBO statement in 2021 was extended until 1 October 2021 by way of the Government Emergency Ordinance no. 43 of 27 May 2021.
[1] Law no. 101/2021 for the approval of the Government Emergency Ordinance no. 111/2020 concerning the amendment and supplementation of Law no. 129/2019 for preventing and combatting money laundering and terrorist financing, as well as for amending and supplementation of other laws, published in the Official Gazette no. 446 of 27 April 2021.
[2] Law no. 108/2020 amending and supplementing Law no. 129/2019 for preventing and combatting money laundering and terrorist financing, as well as for amending and supplementation of other laws.
