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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.

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The topic of the beneficial ownership statement has been much discussed in the past two years, subject to numerous legislative provisions and numerous changes.

The end of 2021 adds an amendment in this respect, with the publication in the Official Gazette no. 1240/29.12.2021 of Law no. 315 of 28.12.2021 on amending and supplementing Law no. 129/2019 on the prevention and fight against money laundering and terrorist financing, and for amending and supplementing certain normative acts.

Thus, legal persons subject to the obligation to register in the commercial Register shall, whenever an amendment is made, file a declaration on the beneficial owner of the legal person with a view to registration in the beneficial ownership register of companies, with the exception of autonomous companies, domestic companies and companies and companies wholly or mainly owned by the state.

Where there is a change in the identity of the beneficial owner, the declaration shall be lodged within 15 days of the date on which the actual beneficiary took effect.

The declaration concerning the beneficial owner may take the form of an entry in private signature or electronic form and may be sent to the business register office by electronic means, by electronic signature, or by post and courier services, or by the counter-office of the trade register, by personal or by representative as required by law.

The declaration concerning the beneficial owner may also be made before the representative of the Trade Registry Office or filed, either personally or by representative, with a certified date given by the notary public or certified by the lawyer.

In addition to the above requirement, legal persons subject to the requirement to register in the commercial register, that have in the ownership structure entities registered/registered and/or established for tax purposes in non-tax-cooperative jurisdictions and/or in high-risk jurisdictions of money laundering and/or terrorist financing and/or jurisdictions under the oversight of relevant international bodies, for money laundering/terrorist financing risk, submit annually a corporate beneficial owner statement for registration in the beneficial ownership register of companies within 15 days of the approval of the annual financial statements.

It should be noted that the obligation to lodge a declaration of beneficial owner at registration is also fulfilled by including, at registration, in the instrument of incorporation, the identification details of the beneficial owners and the arrangements for controlling the legal person. The subsequent amendment of the beneficial ownership identification data does not impose an obligation to draw up an amending act to the articles of association, declaring them by lodging a new declaration of beneficial owner, at the same time as making the changes to the commercial Register.

As a conclusion, the new legal provisions provide for the declaration of beneficial ownership of the legal person to be lodged at the time of registration and whenever a change occurs.

Legal persons subject to registration in the commercial register, that have in the ownership structure entities registered/registered and/or established for tax purposes in non-tax-cooperative jurisdictions and/or in high-risk jurisdictions of money laundering and/or terrorist financing and/or jurisdictions under the oversight of relevant international bodies, for money laundering/terrorist financing risk, submit a statement annually within 15 days of the approval of the annual financial statements.