🏛️ Company formation

The UBO Declaration for a Romanian SRL With Foreign Shareholders

If you own a Romanian SRL from abroad, the beneficial ownership rules apply to you differently than to a locally owned company — in two specific ways, both of which cost 5,000 to 10,000 RON when missed.

The first is good news. The annual UBO filing was abolished for ordinary companies in the trade register. Most of what you will find written about Romania still says “file every year within 15 days of approving the annual accounts.” That has not been true since Law no. 315/2021.

The second is not. The exception that survived the abolition is aimed precisely at foreign structures, and the 15-day rule that replaced the annual filing is triggered by events that only happen to non-residents.

What “beneficial owner” means in Romania

Article 4 of Law no. 129/2019 defines the beneficial owner as the natural person who ultimately owns or controls the entity. The quantitative test is more than 25% of the shares or voting rights, or control exercised by other means.

Two consequences matter for a foreign-owned SRL:

A company can never be the beneficial owner. If your Romanian SRL is held by a UK Ltd, a Cyprus company or a Dutch BV, the declaration does not name that entity. You look through it, up the chain, until you reach a human being holding more than 25% at the top. If the chain has three layers, you declare the person at the top of all three.

“Control by other means” is a real test, not a formality. A veto right in a shareholders’ agreement, the right to appoint the majority of directors, or dominant financing can make someone a beneficial owner with a 10% stake. Nominee arrangements and trust structures fall here too.

If nobody passes the 25% threshold and no control by other means can be identified — five shareholders with 20% each, for example — Romanian law does not accept “none.” The directors are declared as beneficial owners of last resort.

When you actually file

Three moments, and only three:

1. At incorporation, as part of the registration file — see how to register a company in Romania.
2. Within 15 days of any change to the beneficial owner or to their identification data.
3. When ONRC asks for it.

Plus one standing exception: entities with shareholders, associates or a fiscal seat in a jurisdiction considered high-risk — non-cooperative tax jurisdictions, jurisdictions under international AML/CFT monitoring — still file annually, within 15 days of the approval of the annual financial statements.

Check that exception against your own cap table. If your SRL is held through an entity in a jurisdiction on the EU list of non-cooperative jurisdictions or on the FATF grey or black list, you are still an annual filer — and because those lists are revised roughly twice a year, the status can change without anything changing in your company.

The 15-day trap that catches non-residents

For a Romanian shareholder, the “change of identification data” trigger is rare. For a foreign shareholder it is routine:

• Your passport expires and you renew it. New number, new issue date — the identification data of the beneficial owner has changed. Fifteen days.
• You move house in your home country. New address on file. Fifteen days.
• You change your name after marriage or divorce. Fifteen days.
• A share transfer that pushes someone above or below 25%.
• A capital increase that rebalances percentages.
• A change of directors, where the directors were the declared beneficial owners.

Nobody’s accountant sees a new passport. That is exactly why this item generates penalties — it passes through no one’s compliance calendar. Put a reminder wherever you keep your passport renewal date.

How to file from abroad

The declaration is given on the personal responsibility of the company’s legal representative — the director. Not the accountant, and not the shareholder unless the shareholder is also a director.

Three routes:

• Online through the ONRC portal, signed with a qualified electronic signature. This is the only practical route if the director is not in Romania. If you do not yet hold a Romanian-recognised qualified certificate, start with electronic signatures in Romania — the certificate is useful for far more than this one filing.
• In person at the county trade register office.
• By post, with the signature notarised or attested by a lawyer.

Copies of the identity documents of the declared beneficial owners are attached. There is no filing fee.

If you cannot obtain a certificate quickly, a power of attorney lets a representative in Romania handle the filing, though the declaration itself must still reflect the legal representative’s own responsibility.

What happens if you miss it

Article 63 of Law no. 129/2019 sets out a two-stage sanction:

Stage one — a fine of 5,000 to 10,000 RON. The infringement report is also communicated to the trade register office.

Stage two — dissolution. If the declaration is still not filed within 30 days of the sanction being applied, ONRC can ask the court to dissolve the company. Not suspend it, not strike a filing — dissolve it.

It is one of very few purely formal obligations in Romanian company law whose end point is the destruction of the company, and it does not require anyone to prove the omission caused harm.

Who does not file

PFA, sole traders and family enterprises do not file a UBO declaration. The obligation applies to legal persons subject to registration in the trade register; a PFA is not a legal person. If you are choosing between structures, see SRL vs PFA.

Associations and foundations set up under Government Ordinance no. 26/2000 do have the obligation, but they file with the Ministry of Justice, not with ONRC.

Does the register expose your name publicly?

Not to the general public. Public access to beneficial ownership registers across the EU was restricted following the Court of Justice of the European Union’s judgment of 22 November 2022 in joined cases C-37/20 and C-601/20, which invalidated the provision of the anti-money-laundering directive opening these registers to any member of the public without conditions.

Data is made available to authorities, to obliged entities carrying out customer due diligence — your Romanian bank, for instance, when opening a business account — and to persons demonstrating a legitimate interest, under the conditions of the law. Declining to file to protect privacy buys you nothing and risks the company.

The short version

File at incorporation. File again within 15 days of any change — including a renewed passport. File annually only if a shareholder or the fiscal seat sits in a high-risk jurisdiction. Miss it and the exposure runs from 5,000 RON to the dissolution of the company.

Add the check to the rest of your post-incorporation compliance calendar. If you are still at the planning stage, our guide to opening a Romanian company as a non-resident covers the UBO declaration as part of the registration file.

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This article is general information, current as at 4 September 2026. Romanian beneficial ownership rules have changed several times since 2019. For your specific structure, take advice from a Romanian lawyer or licensed consultant.