Significant legislative changes
Significant legislative changes regarding the real beneficiary of the dividends of a company
Recently, the Law 129/2019 for the prevention and combating of money laundering and terrorist financing was issued. This obliges the companies to publish more information about the structure of the shareholders and the real beneficiaries of the dividends.
The real beneficiary of the dividends
The “real beneficiary of a company” means any natural person who ultimately owns or controls the company. According to the law, the real beneficiary is the natural person who owns:
- at least 25% of the shares / social parts of the company plus one share, or
- over 25% of the company’s equity.
In case, after the exhaustion of all possible means and provided there are no grounds for suspicion, no natural person is identified on the basis of the above criterion regarding the participation held, it will be considered that the person or natural persons who ensure the management of the company represents its beneficiary / beneficiaries.
In the case of a company to which other companies are shareholders, the same criteria for identifying the real beneficiaries must be verified. For example, a company in which the sole shareholders is also a company (or several companies), will have to apply the criteria for identifying the real beneficiaries to each of them, as well.
Register of real beneficiaries
The law introduces the establishment of a Register of real beneficiaries at the level of the Trade Register.
For this, the companies will have the obligation to submit to the Trade Register a statement regarding the real beneficiary, in authentic form (signed before the notary).
During the entire period of its existence, the company will have to issue a statement regarding the actual beneficiary of the funds, to be submitted to the Trade Registry annually or whenever a change occurs:
- the annual declaration is to be submitted within maximum 15 days from the approval of the annual financial statements, e.g. the date of June 11 of the following year;
- if there is a change regarding the identification data of the real beneficiary, the declaration is to be submitted within 15 days from the date on which it intervened.
Failure to comply with the obligation to submit the declaration regarding the real beneficiary constitutes a contravention and is sanctioned with a fine from 5,000 lei to 10,000 lei. The sanction will be applied to the legal representative of the company, in its task being established the obligation to comply with this obligation.
In case the obligation to provide information on the real beneficiary is not respected even after the respective fine is applied, the company may be dissolved at the request of the Trade Register.
Companies registered at the Trade Register whose shares are traded on a regulated market and which are subject to advertising requirements in accordance with those regulated by European Union legislation or with internationally set standards, are exempted from the application of the provisions of Law 129/2019 regarding when identifying the real beneficiary.
As, at present, the Trade Registry does not request information regarding the fact that the shares of the companies are or are not traded on a regulated market, it is advisable for the companies in this situation to declare that the regulations are not applicable, by supplying supporting documents in this sense.