Beneficial Owner Declaration in Romania (UBO): A 2026 Guide for Foreign Owners
In brief. Every company registered with the Romanian Trade Register must declare its ultimate beneficial owner (UBO), meaning the natural person who ultimately owns or controls the company. The declaration is lodged with the Trade Register (ONRC), entered in the Register of Beneficial Owners (Registrul Beneficiarilor Reali, or RBR), and must be updated whenever ownership or control changes. The obligation derives from Law no. 129/2019, which transposes the EU anti-money-laundering framework. A beneficial owner is always a natural person, never a company, and is ordinarily an individual holding more than 25% of the shares or voting rights, or otherwise exercising control. Filing can be completed entirely remotely, in English, under a power of attorney or with a qualified electronic signature. Failure to file carries fines and, on sustained default, exposure to dissolution. This guide explains who must declare, what the declaration must contain, the deadlines that catch owners off guard, the ONRC procedure step by step, and how foreign owners stay compliant without setting foot in Romania.
The Problem You Are Facing
You own, in whole or in part, a Romanian company. You incorporated it remotely, you run it from abroad, and you have never given much thought to a one-page declaration sitting in the Trade Register file. Then a bank defers your account opening pending confirmation of the beneficial owner. Or a notary declines to authenticate a transaction. Or a counterparty's compliance department asks, before signing, for proof that your beneficial owner is correctly registered.
This is one of the most common compliance matters we encounter, precisely because it is so easily overlooked. The declaration is modest in substance. For the ordinary company, it records nothing more than who the individual owners are. But its triggers are unforgiving, and it tends to surface at exactly the wrong moment, when a transaction is already in motion and a stale or missing declaration brings everything to a halt.
What follows is the complete picture, from the underlying concept to the filing itself.
What the Law Means by "Beneficial Owner"
The beneficial owner, the UBO in the language of international compliance, is the natural person who ultimately owns or controls a company. The concept is set out in Law no. 129/2019, which gives effect in Romania to the European anti-money-laundering directives.
Two principles govern everything that follows. The first is that the beneficial owner is always a natural person. A corporate shareholder is never, in itself, the answer; where companies sit in the ownership chain, the enquiry continues upward until it reaches the individual at the apex. The second is that ownership and control are alternative routes to the same destination: a person holding more than 25% of the shares or voting rights is ordinarily a beneficial owner, but so too is a person who exercises control by other means, even without reaching that threshold.
For the great majority of companies, namely a Romanian SRL held directly by one or more individuals, the analysis is immediate. The shareholder is the beneficial owner, and the declaration records precisely that. The type of company you have chosen does not change the principle. Whether SRL or SA, the question is always who, ultimately, is the individual behind the company.
Who Must File
The obligation extends to every company registered with the Romanian Trade Register (ONRC), the SRL and the SA foremost among them. It applies without distinction between Romanian and foreign ownership; Romanian law treats domestic and foreign nationals identically, a point that matters to the international founders who form the bulk of our clients and which we address in our guide to company incorporation in Romania.
A few narrow categories, certain state-owned undertakings among them, file under their own rules. For the privately owned company, however, the position is uniform: it must declare who ultimately owns or controls it, and keep that record current.
The Deadlines That Catch Owners Off Guard
The obligation crystallises at three distinct moments, and it is in confusing them that owners most often go wrong.
On incorporation. The declaration is filed as part of the company's registration with the Trade Register. For most newly formed companies, this is the first and only filing they will need for some time.
On any change of beneficial owner or of the owner's data. This is the trigger most frequently overlooked. A change in shareholding is the paradigm case, because it may alter who ultimately owns or controls the company. A transfer of shares, the admission or withdrawal of a shareholder following a share capital change, or a change of administrator should each prompt a review of whether the declaration remains accurate, and an update where it does not.
Annually, for a confined class of companies. Companies whose shareholding includes entities registered, or fiscally seated, in non-cooperative or high-risk jurisdictions must file annually, within fifteen days of the approval of their annual financial statements.
For the ordinary company that has filed at least one valid declaration, the obligation is treated as discharged until the next change occurs. The operative discipline is therefore easily stated, and worth committing to memory: file on incorporation, and revisit on every change of ownership or control.
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What the Declaration Must Contain
For each beneficial owner, the declaration must record the following: the full name; the date of birth; the personal identification number or its equivalent; the identity document, with its type, series and number, issuing authority, and dates of issue and expiry; the citizenship; the country of residence; and the residential address. It must, in addition, state the nature and extent of the interest held, that is, the manner in which the individual owns or controls the company.
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The Procedure Before the Trade Register
The declaration is lodged with the Trade Register and entered in the Register of Beneficial Owners, the Registrul Beneficiarilor Reali, or RBR, which the ONRC maintains as part of the Trade Register's infrastructure.
In practice, the matter proceeds in four stages.
Step 1. Determine the beneficial owner. The individual or individuals are identified by reference to the company's ownership structure. For a directly held SRL, this is the shareholder; for layered structures, it is the natural person at the top of the chain.
Step 2. Prepare the declaration. The declaration is drawn up on the prescribed form and executed by the company's legal representative or by a duly authorised person.
Step 3. Lodge it with the Trade Register. The declaration is submitted together with a copy of the representative's identity document and, where a representative acts, a special power of attorney or a lawyer's authority.
Step 4. Registration in the RBR. The particulars are entered in the Register of Beneficial Owners, completing the obligation.
The declaration may be lodged at the Trade Register counter, in person or by a representative; by post or courier; or electronically, through the ONRC online portal, bearing a qualified electronic signature.
Filing from Abroad: The Position of Foreign Owners
The entire process may be conducted remotely, and in our practice it almost invariably is. A foreign owner may instruct a Romanian lawyer to prepare and lodge the declaration on the company's behalf. In that case, the lawyer acts under a legal assistance agreement (contract de asistență juridică), and the resulting lawyer's authority requires neither notarisation nor apostille, which removes a step that owners often assume to be unavoidable. Alternatively, the declaration may be filed electronically under a qualified electronic signature.
Neither route requires the owner's presence in Romania. For founders who incorporate and operate their Romanian company from another jurisdiction, this is the ordinary course, and it adds no meaningful friction to an otherwise routine filing.
The Consequences of Non-Compliance
The obligation is enforced, and should not be mistaken for a formality. Failure to file within the prescribed period exposes the company to fines, and sustained default carries the more serious prospect of dissolution.
The commercial dimension is, if anything, the more immediate. Banks, notaries and counterparties increasingly require confirmation that the register is accurate before they will proceed. The practical consequence is that an outdated or absent declaration can arrest a transaction wholly unrelated to it, whether an account opening, a financing, or an acquisition, until the position is regularised. Compliance, in this sense, is less a regulatory nicety than a precondition of doing business in Romania.
A Practical Illustration
Consider a German-owned SRL, incorporated remotely two years ago, with a single declaration filed at incorporation recording the founder as sole beneficial owner. The founder later sells 40% of the company to a new investor. The shareholding has changed, and so, potentially, has the beneficial ownership picture, since a second individual now holds more than 25%.
If the declaration is not updated, nothing appears to go wrong, until the company approaches its bank to add the new investor as a signatory and the bank's compliance team notices that the Register of Beneficial Owners still shows only the original founder. The account amendment stalls. The transaction the investor was brought in to fund is delayed. The fix is straightforward, namely an updated declaration filed alongside the share transfer, but it should have been made at the time of the transfer, not discovered weeks later under commercial pressure.
The lesson is the one that runs through this guide: the declaration is easy to file and easy to forget, and it is the forgetting that costs.
How We Assist
At Mihai Attorneys, we advise international owners on the beneficial owner obligation from end to end: determining the beneficial owner from the ownership structure, preparing the declaration, and lodging it with the Trade Register, remotely, in English, under a power of attorney. Where the obligation arises in the context of a share transfer or other corporate amendment, we discharge it within the same filing, so that the company's records remain coherent and current and no downstream transaction is held up by a stale register.
To discuss your position, you are welcome to contact us. We respond to enquiries within 12 hours.
Beneficial owner declaration in Romania: FAQ
We determine, prepare, and file your beneficial owner declaration with the Trade Register. Remotely, in English.
