Ultimate beneficial owner (UBO) in Romania: definition, the register, filing rules and how to verify it

This guide is for anyone who has to identify the beneficial owner of a Romanian company: foreign founders setting up a subsidiary, investors, and compliance teams at banks, payment institutions and fintechs onboarding Romanian clients. Every rule below is cited to the Romanian or EU text it comes from, as in force on 29 October 2026.

The short answer

• The beneficial owner (beneficiar real) is the natural person who ultimately owns or controls the company. Holding more than 25% (25% plus one share) is an indication of ownership, not a bright line, and control by other means counts too.
• Romanian companies declare their beneficial owners to the National Trade Register Office (ONRC) at incorporation and within 15 days of any change. The general annual declaration was abolished from 1 January 2022.
• Not filing is fined 5,000 to 10,000 lei, and a court may dissolve the company if it still does not file within 30 days.
• Since 26 May 2025 the register is no longer open to the general public: you need to show a legitimate interest and apply through the ONRC portal.
• From 10 July 2027 the EU Anti-Money Laundering Regulation applies directly: the threshold becomes "25% or more" and indirect holdings are calculated by multiplication.

Who is the beneficial owner

The definition is in Article 4 of Law 129/2019 on preventing money laundering and terrorist financing. The general rule (Art. 4(1)) covers "any natural person who ultimately owns or controls the customer and/or the natural person on whose behalf or in whose interest a transaction, operation or activity is carried out, directly or indirectly".

For companies, Art. 4(2)(a) sets out three routes:

1. Direct ownership. "Holding 25% plus one share, or an interest of more than 25%, by a natural person is an indication of direct ownership." Exactly 25% does not trigger the indicator.
2. Indirect ownership. The same 25% plus one share, or more than 25%, held by a corporate entity (or several) that is controlled by the same natural person is an indication of indirect ownership.
3. Control by other means. A person who controls the company without the shares, for example through a shareholders' agreement, veto rights or the power to appoint the board, is also a beneficial owner.

Companies listed on a regulated market with EU-equivalent disclosure rules are excluded from the definition.

The fallback. If, "after all due diligence and provided there are no grounds for suspicion", no one qualifies, or there is any doubt that the person identified is the real owner, the beneficial owner is the person who holds a senior managing position: the directors (administratori), the members of the management or supervisory board, or the executives with delegated powers (Art. 4(2)(a)(2)). Obliged entities must keep a record of the steps they took and the difficulties they met. The fallback is a last resort, not a shortcut for complicated structures.

Associations, foundations and trusts

• Associations and foundations (Art. 4(2)(c)): the associates or founders, the members of the board of directors (consiliul director), the executives empowered by the board, the persons or class of persons in whose main interest the entity was set up, and anyone else who exercises ultimate control.
• Trusts and similar arrangements (Art. 4(2)(b)): the settlor, the trustee (fiduciar), the beneficiaries or class of beneficiaries, and any other natural person who exercises ultimate control. Under Romanian law this covers the fiducie of the Civil Code.
• Other legal persons and entities that administer or distribute funds (Art. 4(2)(d)): here the threshold is written as "at least 25%" of the assets, shares or units.

The three registers

Article 19(5) of Law 129/2019 splits the beneficial ownership registers between three authorities:

• ONRC (Oficiul Național al Registrului Comerțului) keeps the register for companies and the other entities registered with the trade register;
• the Ministry of Justice keeps the register for associations and foundations;
• ANAF, the tax administration, keeps the register for trusts (fiducii) and similar arrangements.

The registers are interconnected with the other EU registers through the European platform BORIS (Art. 19(5^3)), and the data is kept for 10 years after an entity is deregistered (Art. 19(5^4)). Independently of the register, every legal person must "obtain and hold adequate, accurate and up-to-date information" on its beneficial owners (Art. 19(1)) and hand it to banks and other obliged entities when they run customer due diligence (Art. 19(3)).

The UBO declaration: when it is due

Under Article 56 of Law 129/2019, a company registered with the trade register files a declaration on its beneficial owners:

• at incorporation: including the beneficial owner data in the articles of association also satisfies the obligation (Art. 56(7));
• whenever a change occurs, within 15 days of the change (Art. 56(3)). A change in beneficial ownership does not require amending the articles.

The annual declaration is gone, with one exception. The original 2019 text required a declaration every year, within 15 days of approving the annual accounts. Law 315/2021 removed it from 1 January 2022. It survives only for companies whose shareholders are registered or tax-resident in non-cooperative tax jurisdictions, high-risk money laundering jurisdictions or jurisdictions under monitoring by international bodies (Art. 56(1^3)). Those companies still file every year, within 15 days of approving the annual accounts. The Romanian financial intelligence unit, ONPCSB, publishes the lists of jurisdictions (Art. 56(8)).

What the declaration contains (Art. 56(4)): the beneficial owner's name, date and place of birth, Romanian personal numeric code (CNP) where there is one, identity document series and number, citizenship, domicile or residence, and how control is exercised. The company's legal representative signs it on their own responsibility. It can be a signed private document or an electronic document with a qualified electronic signature, filed online through the ONRC portal, by post or courier, or at the counter (Art. 56(5)–(6)). ONRC describes the procedure on its filing page.

Companies registered before Law 129/2019 had to file one declaration and update it on every change; the obligation counts as met if at least one declaration has been filed since the law came into force (Art. 56(1^4)).

Fines and dissolution

• Fine. If the legal representative does not file, this is a contravention fined 5,000 to 10,000 lei (Art. 57(1)). ANAF finds the offence and applies the fine; ONPCSB can also do so (Art. 57(3)).
• Dissolution. If the declaration is still not filed within 30 days of the fine, the tribunal may order the dissolution of the company at ONRC's request (Art. 57(2)). The company can avoid dissolution by filing before the court closes the debate on the merits.
• Trusts. Since 26 October 2025 (Law 164/2025, new Art. 57^1), ANAF does not register a trust contract without the beneficial owner declaration, changes must be declared within 30 days, and the same 5,000 to 10,000 lei fine applies.

Who can see the register in 2026

On 22 November 2022 the Court of Justice of the EU ruled, in joined cases C-37/20 and C-601/20 (WM and Sovim), that making beneficial ownership information accessible "in all cases to any member of the general public" was invalid. Romania had opened its register to everyone in 2020. Law 86/2025 closed it again from 26 May 2025. Under Art. 19(8) of Law 129/2019, as amended:

• Supervisors, judicial bodies and ONPCSB have unrestricted access, without the person concerned being alerted.
• Obliged entities (banks, payment institutions, accountants, notaries, lawyers, real estate agents and the other reporting entities) have access when they apply customer due diligence.
• Anyone else must show a legitimate interest. They see the beneficial owner's name, month and year of birth, citizenship, country of residence, and the nature and extent of the interest held (Art. 19(9)).

How to apply in practice. According to the ONRC notice of 13 June 2025, you create an account on myportal.onrc.ro, file a request and upload proof of your legitimate interest, your ID and, where relevant, a power of attorney. ONRC checks the documents; if it approves, it issues a payment note and the document appears in your account after payment. The fees set by Ministry of Justice Order 7323/C/2020 are 20 lei for the current beneficial owners of one legal person and 100 lei for a historical report. Check the amount on the portal before you apply, as the order may be updated.

How to verify the UBO of a Romanian company

The register is a starting point, not the answer. Law 129/2019 says obliged entities "must not rely exclusively" on it (Art. 19(10)). A defensible check has six steps:

1. Identify the company. Start from the tax identification number (CUI). Confirm it is active, not struck off or in insolvency, using ANAF and ONRC data. A trade register certificate (certificat constatator) from ONRC lists the shareholders and directors.
2. Map the ownership chain. For every corporate shareholder, go one level up until you reach natural persons. Foreign holding companies need their own register extracts.
3. Apply the test. Flag every natural person with more than 25% directly, or who controls an entity holding more than 25%, and anyone with control by other means (shareholder agreements, veto rights, the power to appoint the directors).
4. Compare with the register. Obliged entities must obtain proof of registration, or an extract from the register, when they start a business relationship with an entity that has to register (Art. 11(8^1)). If what you found differs from the register, you must report the discrepancy to the authority that keeps it (Art. 19(7^1)). If the difference looks like money laundering, you also file a suspicious transaction report with ONPCSB.
5. Screen the beneficial owners. Check every beneficial owner and director against PEP and sanctions lists. A beneficial owner who is a politically exposed person triggers enhanced due diligence, the same as a PEP customer.
6. Document it. Keep the register extract, the ownership chart, the screening results with their date, and a note of who decided what. This is what a supervisor will ask for.

A worked example. Ana holds 60% of a Cypriot holding company, which holds 30% of a Romanian SRL. Under current Romanian law, the holding company holds more than 25% and Ana controls it, so this is an indication that Ana is an indirect beneficial owner. Under the EU regulation that applies from 2027, indirect ownership is calculated by multiplying along the chain: 60% × 30% = 18%, below 25%. Ana may still be a beneficial owner through control, but the ownership route alone would no longer catch her. Structures like this one are where the two rules diverge, so document which test you applied.

PepCheck covers steps 1 and 5: a company lookup by CUI in ANAF, ONRC, the Ministry of Finance and the court portal, and PEP and sanctions screening of the beneficial owners and directors, each with a numbered PDF certificate for the file. It does not replace the ONRC register extract in step 4.

What changes on 10 July 2027

The EU Anti-Money Laundering Regulation, Regulation (EU) 2024/1624 (AMLR), applies directly in Romania from 10 July 2027 (Art. 90) and replaces the national definition:

• Threshold: "25% or more" of the shares, voting rights or other ownership interest, including rights to a share of profits or liquidation balance (Art. 52(1)). Today it is more than 25%.
• Indirect holdings are calculated by multiplying the percentages along each chain and adding the chains together (Art. 52).
• Control is assessed separately from ownership and includes a majority of voting rights, the right to appoint or remove most of the board, relevant veto rights and decisions on profit distribution (Art. 53).
• Deadlines: companies report changes to the register within 28 calendar days and verify their information at least once a year (Art. 63). Obliged entities report discrepancies within 14 calendar days (Art. 24).
• No beneficial owner found: the company files a justified statement and the details of its senior managing officials, who, the regulation says, "are not the beneficial owners".

The companion directive, Directive (EU) 2024/1640 (AMLD6), sets out who is presumed to have a legitimate interest in accessing the registers (journalists, civil society organisations, prospective business counterparties, public procurement authorities, among others) and requires registers to answer access requests within 12 working days. As of October 2026, Law 129/2019 does not yet contain these rules.

Frequently asked questions

Is a 25% shareholder a beneficial owner in Romania?
Not on the ownership test alone: the indicator starts at 25% plus one share. A 25% shareholder can still be a beneficial owner through control by other means. From 10 July 2027, under the AMLR, 25% is enough.

Do Romanian companies still file an annual UBO declaration?
No, not since 1 January 2022, unless they have shareholders in non-cooperative or high-risk jurisdictions (Art. 56(1^3) of Law 129/2019). Everyone else files at incorporation and within 15 days of each change.

Can I search the Romanian UBO register for free?
No. Since 26 May 2025, access for the public requires a legitimate interest and an application on myportal.onrc.ro, with a fee per request.

Who signs the UBO declaration?
The company's legal representative, on their own responsibility. A notary is not required.

What if a foreign parent company is listed on a stock exchange?
Companies listed on a regulated market with EU-equivalent disclosure requirements fall outside the definition. In practice you document the listing and continue the analysis for any other shareholders above the threshold.

Where can I read more in Romanian?
Our Romanian guide covers identification and documentation in more detail: Beneficiarul real (UBO): cum îl identifici și documentezi.

This article explains the law; it is not legal advice for a specific structure. Sources: Law 129/2019 as consolidated on 19 December 2025, Law 315/2021, Law 86/2025, Law 164/2025, Ministry of Justice Order 7323/C/2020, CJEU judgment of 22 November 2022 (C-37/20 and C-601/20), Regulation (EU) 2024/1624, Directive (EU) 2024/1640, ONRC notice of 13 June 2025.