Romania UBO register and AML obligations explained

What the register is and where it sits in Romanian law

Romania maintains a central record of the natural persons standing behind every registered legal entity. For companies it is the Registrul Beneficiarilor Reali (RBR), held by the Trade Register — Oficiul Național al Registrului Comerțului, ONRC. The statutory basis is Law 129/2019 on preventing and combating money laundering and terrorist financing, the Romanian transposition of the EU anti-money-laundering directives. It remains the operative AML statute in , though it has been amended repeatedly — most consequentially by Law /, by OUG / (which brought crypto-asset service providers fully inside the reporting perimeter), and by Law 86/2025, which rewrote the rules on who may look at the register at all.

Article of Law / carries the substantive duty: private legal persons and fiducii registered in Romania must obtain, hold, and keep current adequate, accurate information on their beneficial owners. Article organises the registers themselves. There are three, not one: ONRC holds the register for companies, the Ministry of Justice holds it for associations and foundations, and ANAF holds it for fiducii and comparable arrangements. Founders of a Romanian SRL deal only with the first.

The UBO filing is the cheapest compliance obligation a Romanian company has, and the one most likely to end in a dissolution petition.

The register is not a tax filing. It is a standing declaration about human beings, which is why the obligation survives every restructuring, every change of administrator, and every transfer of părți sociale — and why it is so frequently missed.

Who counts as a beneficiar real

Article of Law / defines the beneficiar real as any natural person who ultimately owns or controls the client, or on whose behalf a transaction or activity is carried out, whether directly or indirectly. For a company, the test runs in a fixed order.

The ownership test. A natural person holding at least % of the shares or voting rights in the company. In Romanian practice this is expressed as % plus one share — the threshold is a controlling stake, not a bare quarter.
The control test. A natural person who exercises control over the company by other means — shareholder agreements, veto rights, the power to appoint or remove the majority of the administratori, or de facto direction. Control does not require shares.
The senior-managing-official fallback. Where no natural person can be identified under either test after exhausting all reasonable means, and provided there are no grounds for suspicion, the person holding a senior management position (conducător de rang înalt) is treated as the beneficial owner — the administrator or administratori, members of the board or supervisory board, and directors with powers delegated by the board.

Two points are worth stressing. First, the fallback is a last resort, not a shortcut. Declaring the administrator because tracing the ownership chain is inconvenient is a misdeclaration, and the single most common defect in filings by foreign-owned Romanian companies. A two-layer holding structure with an identifiable individual at the top does not qualify.

Second, indirect holdings aggregate. A founder holding % directly and a further % through a Cypriot holding company is a beneficial owner of the Romanian SRL. Ownership chains have to be traced to natural persons, which is precisely what banks do independently when they open the account — see our guide to EUR bank accounts for non-residents.

Who must file, and the exemption that no longer exists

Every company registered with ONRC must declare its beneficial owner. There is no turnover threshold, no employee threshold, and no carve-out for dormant entities. A single-shareholder SRL with one Romanian director and no trading activity files exactly the same declaration as a fifty-shareholder group holding company.

This has not always been true, and the history is the source of most of the confusion. When Law / first came into force, companies whose shareholders were exclusively natural persons already recorded in the Trade Register were exempt — the reasoning being that the ownership information was already public, so a separate declaration added nothing. Law / repealed that exemption. Since then, every company files, including the wholly individually owned ones that had been outside the regime.

Advisers and founders working from pre- checklists still occasionally assume the exemption survives. It does not. If a Romanian SRL incorporated in by two individuals has never filed a UBO declaration on the assumption that it did not have to, it is in default and has been since .

Because the duty is universal, the register carries no signal about the entity. Appearing on it is the ordinary condition of a Romanian company, in the same way that every company has a CUI and a CAEN code — the tax consequences of which are covered in our note on CAEN codes and the Romanian tax regime.

The declaration and how it is filed at ONRC

The instrument is the declarația privind beneficiarul real — a declaration on the honour of the company's legal representative, identifying each beneficial owner and the basis on which they qualify. It records for each person the full name, date and place of birth, personal numeric code or equivalent, nationality, country of residence, address, identity-document details, and the nature and extent of the beneficial interest held.

Three filing routes exist:

Through the ONRC online portal (Servicii online RBR), signed with a qualified electronic signature recognised under Romanian law. This is the default for non-resident shareholders and the only route that works reliably from abroad.
At the counter of the Trade Register office covering the company's sediu social, in person or through a holder of a notarised power of attorney.
By post or by email with a qualified signature attached.

At incorporation the position is slightly different: the beneficial-owner information can be *included in the act constitutiv itself*, in which case a separate declaration is not required at that moment. Where it is not, the declaration accompanies the registration dossier. The mechanics of the wider dossier are set out in our complete guide to Romanian SRL formation, and the fully remote version of the same process in our note on forming an SRL without travelling to Romania.

A practical warning about signatures. Certificates issued elsewhere in the EU are recognised in principle but are refused with tedious frequency by the portal in practice. Building the filing around a Romanian qualified certificate held by the administrator removes an entire category of avoidable delay.

Deadlines, the fine, and dissolution

There are three deadlines, and only the first two apply to a typical foreign-owned SRL.

At incorporation — filed with the registration dossier, or the information is carried in the act constitutiv.
Within days of any change to the identity of a beneficial owner or to their identification data. A share transfer, a change of address, a new passport, a restructuring upstream: each starts a fresh -day clock.
Annually, within days of approval of the annual financial statements — but only for entities whose ownership structure includes shareholders registered or fiscally seated in jurisdictions classified as non-cooperative for tax purposes or as carrying a high risk of money laundering or terrorist financing. The general annual filing duty was removed by Law /; this residual category is what survived.

Failure to file is a contravention under Article (ANAF) of Law /, punishable by a fine of RON ,ONPCSB to RON ,ONPCSB. The fine may be applied by ONPCSB inspectors or by ANAF and its territorial units — a point founders miss, because it means the exposure surfaces during an ordinary tax inspection rather than through a dedicated AML review.

The fine is not the serious consequence. Where the legal representative has still not filed within days of the fine being applied, ONRC may petition the tribunal to dissolve the company, on the mechanism in Article 237 of Law 31/1990. Dissolution for a missing one-page declaration sounds disproportionate until you have seen the file. It is the enforcement lever that gives the obligation teeth, and it is the reason a lapsed UBO filing should be treated as urgent rather than administrative.

A RON , fine is an irritation. A dissolution petition thirty days later is an existential problem for a company with a bank account and live contracts.

Who can see the register after the CJEU ruling

Until the EU framework required member states to make beneficial-ownership registers accessible to any member of the public. On November the Court of Justice of the European Union, sitting as the Grand Chamber, delivered judgment in joined cases C-37/20 and C-601/20, WM and Sovim SA v Luxembourg Business Registers, and declared invalid the provision of the amended Fourth AML Directive that mandated general public access. The Court held that indiscriminate access was a disproportionate interference with the rights to private life and to protection of personal data under Articles and of the Charter.

Romania responded by conditioning access on legitimate interest. The position now, consolidated by Law 86/2025 — which transposes Article of the new EU AML directive — runs as follows:

Supervisory authorities, judicial bodies, the financial intelligence unit, and reporting entities performing customer due diligence have access free of charge and without restriction, and without the subject being alerted.
Any other natural or legal person or organisation must demonstrate a legitimate interest in preventing and combating money laundering, associated predicate offences, and terrorist financing. Access is granted on written request, after online registration through the ONRC portal, payment of the applicable fee, and signature with a qualified certificate.
Journalists and civil-society organisations working on financial crime are the archetypal legitimate-interest applicants under the new directive, and the category is drawn deliberately to preserve their access.

The practical effect for a founder is modest but real: your name is not on a freely searchable public page, but it is available to every bank, notary, accountant, lawyer, and formation adviser who onboards you, to ANAF, and to anyone who can articulate a legitimate interest. Treating the register as confidential is a mistake. Treating it as a public directory is also a mistake.

The AML obligations that follow the company

The UBO filing is one obligation inside a broader regime. Which of the remaining duties bite depends entirely on whether the company is itself a reporting entity (entitate raportoare) under Article of Law /.

If the company is an ordinary trading business

Most Romanian SRLs — software, consulting, e-commerce, logistics, manufacturing — are not reporting entities. Their AML footprint is threefold: keep the UBO declaration current; respond accurately to the due-diligence requests of the banks, accountants, and advisers who are reporting entities; and observe the general Romanian cash-transaction limits. That is the whole of it.

The second of those is heavier than it sounds. A Romanian bank will independently verify the ownership chain, request source-of-funds evidence, and cross-check what it finds against the RBR entry. A mismatch between the bank's file and the register is a common reason an account application stalls — the bank does not know which version is wrong, and cannot proceed until the company resolves it. Our banking guide covers what the documentation set actually looks like.

If the company is a reporting entity

Financial institutions, payment and crypto-asset service providers, accountants, auditors, tax advisers, notaries, lawyers in defined circumstances, real-estate agents, trust and company service providers, and gambling operators are reporting entities. The obligations then include a documented customer due diligence programme, a designated AML officer, a written risk assessment, staff training, and reporting to ONPCSB — the Oficiul Național de Prevenire și Combatere a Spălării Banilor, Romania's financial intelligence unit.

Suspicious transaction reports must be submitted to ONPCSB where there are grounds to suspect money laundering or terrorist financing, before the transaction is carried out where that is possible.
Cash transactions in RON or foreign currency at or above the RON equivalent of €, are reportable, including linked operations that together cross the threshold.
External transfers into and out of accounts at or above the RON equivalent of €, are reportable by credit and financial institutions.
Cash and external-transfer reports are transmitted within three working days of the transaction, electronically through the ONPCSB portal.
Records evidencing due diligence and transactions are retained for five years from the end of the business relationship or the occasional transaction, extendable by a further period of up to five years where a competent authority requires it.

Disclosure of a report to the client is prohibited. The company cannot be told that a report about it has been made, and an adviser who reveals one commits an offence. Sector-specific AML regimes layer on top of this — the licensed gambling regime is the most demanding, and is treated in our note on ONJN AML and player-protection compliance.

Sanctions for reporting entities are of a different order from the UBO fine. Article of Law / sets fines for natural persons running from RON , to RON , depending on the breach, and for legal persons the applicable fine is increased by % of total revenues reported for the preceding closed fiscal period, with a materially higher ceiling for financial institutions. Complementary sanctions include suspension of authorisations and a temporary ban on holding management positions in reporting entities.

What the EU AML package changes from July

The framework Law / implements is being replaced. The EU adopted an AML package in that shifts the substantive rules from directives — transposed differently in each member state — into a directly applicable regulation, and creates a supervisor with direct powers.

Regulation (EU) 2024/1624, the AMLR, applies from July . It carries the substantive obligations for obliged entities, including a single EU definition of beneficial ownership.
Directive (EU) 2024/1640, AMLD, must be transposed by member states by July . It governs the institutional architecture: national supervisors, financial intelligence units, the beneficial-ownership registers, and cross-border cooperation. Romania has already begun transposing it — Law / implemented its register-access provisions ahead of the deadline.
The Anti-Money Laundering Authority (AMLA), seated in Frankfurt, is standing up now and begins direct supervision of selected high-risk cross-border obliged entities in . Most Romanian companies will never encounter it directly; their banks will.

For beneficial ownership specifically, the AMLR tightens the definition rather than rewriting it. The ownership threshold moves from more than % to % or more — a one-word change that brings holders of an exact quarter into scope for the first time. Article of the AMLR also makes explicit that ownership is not confined to shares and voting rights: entitlement to a share of profits and rights on liquidation count as well. Structures that were engineered to sit fractionally below the old threshold, or that separated economic entitlement from formal shareholding, will need re-examination before July .

None of this is a reason to delay a Romanian incorporation. The direction of travel is toward uniformity across the EU, not toward a Romanian-specific burden, and a company that files accurately under Law / today will meet the AMLR definition with, at most, a re-check of the ownership arithmetic.

Where founders actually get caught out

The recurring failures are dull and entirely preventable. In rough order of frequency:

*Declaring the administrator instead of tracing the chain.* The senior-managing-official fallback is invoked when the shareholder is a foreign company and nobody wants to gather apostilled ownership evidence. It is a misdeclaration, and it is exposed the moment a bank runs its own trace.
Missing the -day window after a change. Share transfers get filed at the Trade Register and the UBO declaration is forgotten, because they are separate filings on separate forms. A change of the beneficial owner's passport number or address also triggers the deadline, which almost nobody expects.
Assuming the pre- exemption still applies. Companies wholly owned by named individuals have been in scope since Law /. Some have never filed at all.
Inconsistency between the register, the bank file, and the accountant's records. All three are looked at by different parties for different reasons. Divergence between them reads as a red flag even when it is a clerical error.
Treating a dormant company as out of scope. Dormancy suspends nothing. The declaration is due, the fine applies, and the dissolution route is available.
Ignoring the fine. The -day window after a fine is the one deadline with an irreversible consequence attached. Companies that pay the fine and still do not file are the ones that end up in front of the tribunal.

None of this is exotic. Romania is an EU member state inside the FATF framework, assessed by MONEYVAL, and under enhanced follow-up since its most recent mutual evaluation. The obligations are the ordinary obligations of an onshore European jurisdiction, applied to every company without discrimination. They are administered, however, by three separate authorities with overlapping enforcement powers, and the cost of getting them wrong sits almost entirely at the back end.

Frequently asked questions

Does a single-shareholder Romanian SRL have to file a UBO declaration?

Yes. Every company registered with ONRC must declare its beneficial owner, including an SRL cu asociat unic held by one named individual. The exemption that once covered companies whose shareholders were exclusively natural persons already recorded at the Trade Register was repealed by Law /. There is no turnover, size, or activity threshold below which the obligation falls away.

What is the penalty for not filing the declaration?

Failure to file is a contravention under Article () of Law /, sanctioned by a fine of RON , to RON ,. The fine can be applied by ONPCSB inspectors or by ANAF. If the legal representative has still not filed within days of the fine, ONRC may ask the tribunal to dissolve the company under Article of Law /.

Do Romanian companies still file a UBO declaration every year?

Only some. Law / removed the general annual filing duty. It survives for entities whose ownership structure includes shareholders registered or fiscally seated in jurisdictions classified as non-cooperative for tax purposes or as high risk for money laundering or terrorist financing. Those entities file within days of approval of the annual financial statements. Everyone else files at incorporation and on change.

Can anyone look up who owns my Romanian company?

Not freely. Following the CJEU judgment of November in joined cases C-/ and C-/, unrestricted public access to beneficial-ownership registers was declared invalid. Romanian access now requires a demonstrated legitimate interest, online registration through the ONRC portal, and a fee. Supervisory authorities, courts, the financial intelligence unit, and reporting entities conducting due diligence retain unrestricted access.

Is a Romanian trading company a reporting entity under Law /?

Usually not. Reporting-entity status attaches to financial and payment institutions, crypto-asset service providers, accountants, auditors, tax advisers, notaries, lawyers in defined circumstances, real-estate agents, trust and company service providers, and gambling operators. An ordinary software, consulting, or trading SRL keeps its UBO declaration current and responds to its bank and accountant, but files nothing to ONPCSB.

What changes when the EU AML package applies in July ?

Regulation (EU) / applies directly from July and Directive (EU) / must be transposed by the same date. The beneficial-ownership threshold moves from more than % to % or more, and entitlement to profits and to liquidation proceeds counts alongside shares and voting rights. AMLA, seated in Frankfurt, begins direct supervision of selected high-risk cross-border entities in .

Talk to us

If you are forming a Romanian company, or you have inherited one whose UBO declaration has not been touched since incorporation, the fix is short and the exposure is not. We handle the declarația privind beneficiarul real as part of every formation and maintain it through share transfers, director changes, and upstream restructurings. Scope and fees are set out at /pricing/; to have an existing file reviewed, write to us at /contact/ and see the AML and KYC notice for what we will ask for and why.

Related guides

Romanian SRL formation: the complete 2026 guide — the dossier the UBO declaration sits inside
EUR bank accounts in Romania for non-residents — banks run their own UBO trace and compare it to the register
Forming a Romanian SRL remotely — qualified e-signature routes for filings made from abroad
CAEN codes and the Romanian tax regime — the other declaration made at incorporation with lasting consequences
ONJN AML and player-protection compliance — the sectoral AML regime layered on top of Law /

The Romanian UBO register and the AML obligations that follow