The actual beneficiary declaration. Year-end changes

At the end of December Law 315 was published, which amends Law 129/2019 on the prevention and fight against money laundering and terrorist financing and introduces new provisions on the beneficial ownership statement.

In recent years, the VAT registration procedure has undergone several changes, sometimes to complicate it, sometimes to simplify it. This time we are talking about simplification.

At its meeting of 14 August 2020, the Government adopted a new Emergency Ordinance to amend the deadline for the submission of the declaration for the beneficial owner for the legal persons that are not profit based.

With the end of the state of emergency, we also have some news regarding the activity of the Commercial Register.

Thus, for a period of six months from the date of the end of the emergency, the activity of the Register of Commerce will be done mainly by sending the files online or by correspondence.

At the same time, the program with the public at the institution’s desks began today (May 15), with a 4-hour work program, divided into two hourly intervals, which is:

• Monday-Thursday 09:00-11:00 and 12:00-14:00
• Friday 08:0-10:00 and 11:00-13:00

The public will have access to the premises of the Register of Commerce with a protective mask that covers both the mouth and the nose.

On the 16 March 2020, the President of Romania signed the decree to establish the State of Emergency in Romanian for a period of 30 days.

Among the measures introduces by the new regulations, the Article 45 is stating the following:

“Al.1. During the state of emergency, the work of the National Office of the Trade Register and of the regional offices of the Trade Regiater continues with regard to the registration of changes related to the legal entities and rnatural persons registered in the Trade Register. These registrations will be carried out by electronic means, based on the changes requests and additional documents deposited in electronic form, with the electronic signature incorporated.

On 30^th of December 2010 the Romanian Government introduced through the O.U. no. 117/2010 the possibility to return to the status of microcompany.

In the understanding of this ordinance, the microcompany is a legal entity that at 31^st of December 2010 meets ALL the following conditions:

1. has incomes other than those obtained from banking, insurance, reinsurance, capital markets (except the intermediary in these areas), gambling, consultancy and management.
2. has minimum 1 and maximum 9 employees
3. achieved revenues that did not exceed the equivalent in lei of 100.000 EUR
4. the registered capital is held by persons, other than state and local authorities

On 30^th of December 2010 the Romanian Government introduced through the O.U. no. 117/2010 the possibility to return to the status of microcompany.

Government’s Emergency Ordinance no. 54/23.06.2010 brings news also related to the acti vity of the Trade Registry. It amendes other regulations, among which the Law 31/1990 on copanies, republished in the Official Gazette, Part I, no. 1066 from November 17^th, 2004, which is modified and completed as it follows:

On June 23^rd 2010, the Emergency Ordinance no 54/2010 has been adopted, stipulating some measures to fight against tax evasion, ordinance that brings amendments to the Fiscal Code in force. The Ordinance was published in the Official Gazette no. 421 of June 23^rd, 2010.

The stated purpose for these changes is the registration and removal from the taxpayers records of those who are carrying out Intra Community trade particularly Intra Community acquisitions of goods, to reduce tax evasion on VAT.

Thus, beginning with August 1^st, 2010, the National Tax Administration Agency sets up and organizes the Register of Intra Community Operators that includes all taxable persons and non-taxable legal entities carrying out intra community operations, such as :

On December 29th, 2009 the Romanian Government issued the Emergency Order number 16 ofor the establishment of new measures for registrations in the Trade Registry, legal provision published in the Official Gazette of Romania no. 926 of December 30rd, 2009.

This emergency ordinance shall enter into force 15 days after its publication in the Official Gazette and applied until the publishing of the regulation of registration made by commercial registers. Within 6 months from the effective date of this Emergency Ordinance, the Government will adopt the proposal of the Ministry of Justice, for the law on the establishment, organization and operation of the profession of commercial registrator.

The legal provision comes as a result of crowded courts with a large number of cases and procedures related to business flow.

The law 31/1990 was amended again in April bringing one of the most important changes in the Romanian fiscal environment. In case of voluntary dissolution and liquidation of companies, the process can be done now without a liquidator.

Thus the article 227, paragraph (1), points b) and d) of Law 31/1990, updated on 17.04.2009, describes the procedure of voluntary liquidation and dissolution without assigning a liquidator.

This procedure spares the trader of the need to assign an authorized liquidator to draw up the report of liquidation. Also, this procedure eliminates the stage of publication in the Official Gazette of the liquidation balance and report.

The simplified procedure assumes through 3 stages, which are present below:

Stage I

On the 10th of December 2008 Romanian Government has adopted Decision no. 1682, that amends and supplements the Government Emergency Ordinance no. 148/2005 of family support to raise the child.

This decision brings a series of news for mothers or future mothers whom revenues exceed the amount of the fixed monthly allowance of 600 lei.

In this sense the rules for implementing the above Ordinance provides that from January 2009 the child allowance is granted in the amount of 600 lei, or optionally, the rate of 85% of average professional income achieved during last 12 months of last year before child’s birth or where appropriate, the date on which the child was given for adoption, or the child was adopted or child has taken in placement or in placement in a matter of urgency, as well as the date on which the person was appointed guardian, according to law.

After long delays, on the 10 th of November 2008 was finally published the Law 260/2008 regarding the compulsory insurance of real estate against earthquakes, land slips or floods.

This Law will be aplied within 120 days of publishing it in Official Gazette of Romania, respectively at the 10th of March 2009.

The Law refers not only to obligativity of houses’ insurance by natural persons but it stipulates provisions also for houses which are owned by legal entities.

So, any legal entity, who ownes houses and those are registered at Fiscal Authorities, is obliged to close an insurance contract against earthquakes, land slips or floods. In case of houses which are state ownership or territorial-admministrative ownership this obligativity is incumbent on appointed person or authorities to manage them, under the Law terms. If a house is the object of a financial leasing contract, the conclusion of the insurance contract will be the tenant’s obligation.

In the Official Gazette 328 /25th of April 2008 was published the Govern Emergency Ordinance no 44/2008 regarding the organisation of economic activities for natural persons, individual and family enterprises which abrogates specifically the Law 300/2004, the enforcement guidelines of applications of Law 300/2004 and also any other contrary legal provisions.

New regulation simplifies the procedure of registering such entities in the Registrar of Commerce as well as the procedure of operating changes in the statutory documents of authorized natural persons, individual and family enterprises.

Thus, the procedure of issuing the working authorizations by the Municipalities was canceled, the Registrar of Commerce of every Court being the only body competent to issue registration certificates, respectively the certificates of registering mentions for such legal entities.

In the new legal provision new terms are included and defined as following: