Frequently asked question

The concept of beneficial owner (hereinafter – BO) is defined in Article 5² of Law No. 308/2017 on the prevention and combating of money laundering and terrorist financing, as follows:

“The beneficial owner is any natural person who ultimately owns or controls the customer and/or the natural person on whose behalf or in whose interest an activity or transaction is carried out, directly or indirectly.

The concept of beneficial owner includes at least: 

1) in the case of legal entities with a profit-making (commercial) purpose:

a) the natural person/natural persons who ultimately own or control a legal entity, other than a company listed on a regulated market which is subject to information disclosure requirements in accordance with equivalent international standards ensuring appropriate transparency of information concerning the exercise of ownership rights, through the direct or indirect exercise of ownership rights over a shareholding or voting rights or through participation in the share capital of the respective legal entity, or through the exercise of control by other means.
Ownership by a natural person of 25% plus one share or participation of more than 25% in the share capital of a legal entity is a criterion for the direct exercise of ownership rights.
Ownership of 25% plus one share by another legal entity controlled by a natural person or by several legal entities controlled by the same natural person, or participation of such legal entity/entities in the share capital of a legal entity exceeding 25%, is a criterion for the indirect exercise of ownership rights;

b) the natural person holding the position of administrator of the customer, where, after exhausting all possible means and provided that there are no grounds for suspicion, no person is identified as a beneficial owner;

2) in the case of trusts or similar legal arrangements, all natural persons, as follows:

a) the settlor/settlers, as well as the persons appointed to represent their interests in accordance with the law;
b) the trustee/trustees;
c) the protector/protectors (if any);
d) the beneficiary/beneficiaries of the trusts or similar legal arrangements or, where their identity has not yet been identified, the category of persons in whose principal interest the trust or similar legal arrangement is established or operates;
e) any other natural person who ultimately exercises control over the trust or similar legal arrangement through the direct or indirect exercise of ownership rights or by other means;

3) in the case of non-commercial organizations, the natural person/natural persons who ultimately exercise control over the non-commercial organization;

4) in the case of legal entities other than those provided for in points 1)–3), and entities that administer and distribute funds:

a) the natural person who is the beneficiary of at least 25% of the assets, respectively shares or stocks of a legal entity or an entity without legal personality, where the future beneficiaries have already been identified;
b) the group of persons in whose principal interest a legal entity or an entity without legal personality is established or operates, where the natural persons benefiting from the legal entity or entity have not been identified;
c) the person or persons who exercise control over at least 25% of the assets of a legal entity or an entity without legal personality, including through the power to appoint or remove the majority of the members of the administrative, management or supervisory bodies of the respective entity.”
 

I. Legal entities, including non-commercial organizations, registered in the State Register of Legal Entities.

II. Individual entrepreneurs and peasant (farmer) households registered in the State Register of Individual Entrepreneurs and the State Register of Peasant (Farmer) Households.

In accordance with Article 14 para. (1) of Law No. 308/2017 on the prevention and combating of money laundering and terrorist financing, the following are EXEMPT from the registration and updating of beneficial ownership data:

a) public institutions/authorities;
b) state-owned and municipal enterprises;
c) commercial companies with wholly or majority state-owned capital.

The exemptions were introduced by Law No. 268/2024, which entered into force on 29 November 2024.  

In accordance with the legal provisions, the registrar in the field of state registration requests the submission and/or updating of previously submitted information on the beneficial owner/beneficial owners upon:

1. the state registration of the establishment of legal entities (for-profit legal entities and non-commercial organizations) and individual entrepreneurs/farmer households;
2. the registration of changes to the data entered in the SRLE regarding beneficial owners;
3. the state registration of entities subject to reorganization;
4. removal from the State Register. 

In accordance with Article 14(2) of Law No. 308/2017 on preventing and combating money laundering and terrorist financing, legal entities and individual entrepreneurs are required to obtain and hold adequate, accurate and up-to-date information on their beneficial owner, including details of the beneficial interests held by that person, and to submit information on the beneficial owner to the state registration authority within 30 days from the date of the change in their data.

I. If the beneficial owner/beneficial owners of legal entities, including non-commercial organizations, individual entrepreneurs and farmer households, has/have changed (as a result of changes in the members, including changes in the ownership structure of a legal entity established through a chain of ownership; as a result of the amendment of the definition of beneficial owner by Law No. 66/2023; as a result of entering into an agreement between members; as a result of entering into a usufruct agreement, etc.).

II. If there have been changes to the data entered in the State Register regarding the beneficial owners of legal entities, including non-commercial organizations, individual entrepreneurs and farmer households, the respective entities are obliged to update the information on the beneficial owner.
 

I. The following data on the beneficial owner are entered in the State Register of Legal Units: first name, last name, date of birth, state identification number, domicile of the beneficial owner/beneficial owners, country of residence, citizenship, details regarding the beneficial interests held, as provided for by Law No. 308/2017 on preventing and combating money laundering and terrorist financing (Article 33 para. (1) point i³ of Law No. 220/2007 on state registration of legal entities and individual entrepreneurs).

II. The following data on the beneficial owner are entered in the State Register of Individual Entrepreneurs: first name, last name, date of birth, state identification number, domicile, country of residence, citizenship of the beneficial owner/beneficial owners, as defined by Law No. 308/2017 on preventing and combating money laundering and terrorist financing (Article 33 para. (2) point c¹ of Law No. 220/2007).

III. The following data on the beneficial owner are entered in the State Register of Farmer Households: first name, last name, date of birth, state identification number, domicile, country of residence, citizenship of the beneficial owner/beneficial owners, as defined by Law No. 308/2017 on preventing and combating money laundering and terrorist financing (Article 14 para. (2) point d¹ of Law No. 1353/2000 on farmer households).

In accordance with the provisions of Article 14 para. (1) of Law No. 308/2017 on preventing and combating money laundering and terrorist financing, the state registration authority verifies, registers, maintains records of and updates data on the beneficial owners of legal entities, including non-commercial organizations and individual entrepreneurs.

In accordance with the provisions of Article 5² of Law No. 308/2017 on preventing and combating money laundering and terrorist financing and the Guide on the identification of the beneficial owner, approved by Order No. 34 of 28.11.2023 of the Service for the Prevention and Combating of Money Laundering, as subsequently amended. The Guide on the identification of the beneficial owner can be accessed at the following link: Guide on the identification of the beneficial owner 

The registration in the State Register of Legal Units of data on the beneficial owner/beneficial owners of legal entities and individual entrepreneurs/farmer households may be requested through the following service delivery channels:

• online (THE SERVICE IS FREE OF CHARGE) – by submitting the registration application and the required documents in the form of electronic documents, signed with a qualified advanced electronic signature, through the information system “State Register of Legal Units”, by accessing the following link: https://rsud.asp.gov.md/cerere-pentru-declararea-beneficiarilor-efectivi.
• at the multifunctional centers of the Public Services Agency, regardless of the territorial principle (THE TARIFFS PROVIDED FOR BY LAW NO. 220/2007 APPLY).

Application and declaration forms are available here:
https://www.asp.gov.md/ro/informatii-utile/formulare-tip/3-7-8

The Public Services Agency has launched, on a pilot basis, the information system “State Register of Legal Units”, through which the registration and updating in the SRLE of data on the beneficial owners of limited liability companies, joint-stock companies, individual entrepreneurs, farmer households and non-commercial organizations may be requested online by accessing the following link: https://rsud.asp.gov.md/cerere-pentru-declararea-beneficiarilor-efectivi.

The necessary steps are as follows:

Step 1: Complete the fields displayed in the IS “SRLE”.

Step 2: Attach the Declaration form regarding the beneficial owner/beneficial owners of the legal unit, corresponding to its legal form of organization, completed and signed with a qualified electronic signature. Attach other necessary documents, where applicable.

We emphasize that, in accordance with Article 8 paragraph (1) of Law No. 220/2007 on the state registration of legal entities and individual entrepreneurs, documents for state registration shall be prepared in Romanian and submitted to the state registration authority in the form of electronic documents, signed with an electronic signature issued in accordance with Law No. 124/2022 on electronic identification and trust services and the subordinate regulatory acts thereof.

Pursuant to Article 8 paragraph (2²) of Law No. 220/2007, the applicant may submit copies of the required documents on paper, scanned in electronic format, to be attached to the application. In this case, the respective copies shall be authenticated by the applicant by applying an electronic signature issued in accordance with Law No. 124/2022.

Step 3: Sign the application generated through the IS “SRLE”.

Step 4: Click the “Finalize order” button.

The applicant may submit an application for the issuance of an identity card (eID), which includes a valid qualified electronic signature.

The processing period for an identity card issued free of charge is 20 working days.

YES, 

• the administrator or founders, as applicable, must select the appropriate Declaration Form according to the entity's legal form of organization and the type of request (upon incorporation of the legal entity or after its incorporation);

• for joint-stock companies, the following must be attached to the Declaration: the list of shareholders issued by the registration company or by the Central Securities Depository, as applicable; 

• for founders that are foreign legal entities, the following must be attached to the Declaration: duly translated and legalized supporting documents (apostilled or superlegalized, as applicable) or, in the case of a complex ownership structure of the legal entity, the ownership and control structure of the legal entity, signed by its administrator and prepared in accordance with the Guide on the Identification of the Beneficial Owner, approved by Order No. 34 of the Service for Prevention and Combating Money Laundering of 28 November 2023, as subsequently amended;

• for a BO who is a foreign citizen: a notarized copy of the foreign citizen's passport.

Other supporting documents for the identification of beneficial owners shall also be attached to the Declaration, as applicable, in accordance with the situations described in the Guide on the Identification of BOs. 

FOR LEGAL ENTITIES FOR PROFIT:

I. Upon incorporation of the legal entity:

• If the legal entity is incorporated by a founder – an individual, the Declaration on the beneficial owner/beneficial owners of the legal entity (incorporation by an individual) shall be submitted - Form No. BE-1. 

• If the legal entity is incorporated by a founder – a legal entity, the Declaration on the beneficial owner/beneficial owners of the legal entity (incorporation by a legal entity) shall be submitted - Form No. BE-2.

II. After the incorporation of the legal entity, the Declaration on the beneficial owner/beneficial owners of the legal entity (amendments, reorganizations, deregistrations) shall be submitted - Form No. BE-3.

FOR NON-COMMERCIAL ORGANIZATIONS:

I. Upon incorporation of the non-commercial organization, the Declaration on the beneficial owner/beneficial owners of the non-commercial organization (incorporation) shall be submitted - Form No. BE-4.
II. After the incorporation of the non-commercial organization, the Declaration on the beneficial owner/beneficial owners of the non-commercial organization (amendments, reorganizations, deregistrations) shall be submitted - Form No. BE-5.

FOR FARMER HOUSEHOLDS:

I. Upon the initial state registration of the farmer household, the Declaration on the beneficial owner/beneficial owners of the farmer household (initial registration) shall be submitted - Form No. BE-6.

II. After the initial state registration of the farmer household, the Declaration on the beneficial owner/beneficial owners of the farmer household (amendments, reorganizations, deregistrations) shall be submitted - Form No. BE-7.

FOR INDIVIDUAL ENTREPRENEURS:

• The Declaration on the beneficial owner of the individual entrepreneur shall be submitted - Form No. BE-8.

FOR COMPANIES LISTED ON A REGULATED MARKET:

• The Declaration on the beneficial owner/beneficial owners of the legal entity shall be submitted - Form No. BE-9.

In accordance with the legal provisions and procedures established by the Instructions on the verification, registration and updating of data on beneficial owners of legal entities (for-profit and non-commercial organizations) and individual entrepreneurs/farmer households in the State Register of Legal Units, approved by ASP Order No. 573 of 04.09.2023:

• The Declaration on the beneficial owner/beneficial owners upon the STATE REGISTRATION OF THE ESTABLISHMENT of legal entities (for-profit and non-commercial organizations) and individual entrepreneurs/farmer households shall be completed and signed by each founder separately or, where applicable, by their representative (authorized in accordance with the procedure established by law).

• AFTER THE ESTABLISHMENT of legal entities (for-profit and non-commercial organizations) and individual entrepreneurs/farmer households, the Declaration on the beneficial owner/beneficial owners shall be completed and signed by the administrator or by the designated resident natural person in accordance with Article 14 para. (2¹

How can it be verified whether the State Register contains data on the beneficial owner?

Examples: the administrator states that they do not remember, cannot find the documents received from the state registration authority for legal entities, or other situations.

Information on the BO of a legal entity or individual entrepreneur and/or farmer household is contained in:

1. the registration decision and/or decisions by which amendments were made to the constitutive act and/or to the data entered in the State Register, issued by the registrar in the field of state registration;
2. the extract from the State Register of Legal Entities and Individual Entrepreneurs. 

Note 1: Article 10 of Law No. 135/2007 on limited liability companies stipulates that the company is required to keep the registration decision, the statute and all amendments thereto registered with the state registration authority at the company's registered office, in paper or electronic format.

Additionally, in accordance with Article 34 para. (2) of Law No. 220/2007, information from the State Register and from the constitutive documents of a legal entity or an individual entrepreneur is issued or obtained upon request as follows:

• through an extract from the State Register of Legal Entities or the State Register of Individual Entrepreneurs;
• through information from the constitutive documents of the legal entity or individual entrepreneur;
• through the interoperability platform.

Note 2: Access to information from the State Register regarding the beneficial owner/beneficial owners of legal entities, including non-commercial organizations and individual entrepreneurs/farmer households, is provided, in compliance with the legal provisions on the protection of personal data, to any natural or legal person who demonstrates a legitimate interest.

Additionally, information on the beneficial owner/beneficial owners of legal entities and individual entrepreneurs/farmer households can be viewed in the Taxpayer's Personal Account, under the “Taxpayer Information” section. 
The Taxpayer's Personal Account is available on the official page of the State Tax Service.

YES, because Article VIII para. (5) of Law No. 66/2023 on amending certain normative acts, in conjunction with Article 14 para. (1) of Law No. 308/2017 on preventing and combating money laundering and terrorist financing, does not provide for such exceptions.

YES, because Article VIII para. (5) of Law No. 66/2023 on amending certain normative acts, in conjunction with Article 14 para. (1) of Law No. 308/2017 on preventing and combating money laundering and terrorist financing, does not provide for such exceptions.

According to Article 5² para. (2) point 3) of Law No. 308/2017 on preventing and combating money laundering and terrorist financing, the beneficial owner/beneficial owners in the case of non-commercial organizations is/are the natural person/natural persons who ultimately exercise control over the non-commercial organization.

Accordingly, in most cases, depending on the provisions of the statute, these may be: the administrator and members of the council.
 

NO, because notary offices are not registered in the State Register of Legal Units.

According to Article 5² para. (2) point 3) of Law No. 308/2017 on preventing and combating money laundering and terrorist financing, the beneficial owner/beneficial owners in the case of non-commercial organizations is/are the natural person/natural persons who exercise ultimate control over the non-commercial organization.

Accordingly, in most cases, depending on the provisions of the statute, these may be: the administrator and members of the governing body of the religious denomination or religious community (council). 

According to Article 5² para. (2) point 3) of Law No. 308/2017 on preventing and combating money laundering and terrorist financing, the beneficial owner/beneficial owners in the case of non-commercial organizations is/are the natural person/natural persons who exercise ultimate control over the non-commercial organization.

Accordingly, in most cases, depending on the provisions of the statute, these may be: the administrator and members of the council.
 

According to Example No. 8 of the Guide on the Identification of the Beneficial Owner, approved by Order No. 34 of the Service for Prevention and Combating Money Laundering of 28 November 2023, as subsequently amended. The Guide on the Identification of the Beneficial Owner is available at the following link: Guide on the Identification of the Beneficial Owner 

If the beneficial owner has died and the certificate of inheritance has not been issued due to procedural circumstances arising in the course of the succession proceedings, the Declaration on the BO shall indicate:

• the natural person holding the position of administrator of the legal entity, if the shareholder identified by the administrator was the only person who, prior to the death, had the status of beneficial owner, in accordance with the provisions of Article 5² para. (2) point 1) letter a) of Law No. 308/2017;

• the natural person/natural persons who meet the criteria defined by Article 5² para. (2) point 1) letter a) of Law No. 308/2017, other than the deceased person, if the deceased shareholder was not the only person identified by the administrator as the beneficial owner prior to their death. 
   

If the beneficial owner is a minor child, the legal entity shall provide information about the parent or legal representative of the minor child instead of information about the minor child. The Declaration shall indicate that the person is the beneficial owner in their capacity as the parent or legal representative of the minor child.

When the minor reaches the age of 18, the legal entity shall update the information on the beneficial owner.