The filings that follow a purchase
covers the administrator who becomes the legal representative, the registered office and the other changes after a purchase.
Open the pageBeneficial Owner Register in Romania, and What a Buyer Files after a Share Transfer
The register, as seen by an owner or future owner of an existing SRL, the Romanian limited liability company.
> The Registrul beneficiarilor reali al societăților is the central register of beneficial owners that ONRC, the trade register office, keeps for companies. The legal representative files the declaration there at incorporation and within 15 days of any change of beneficial owner. The register is not open to the general public. A missed filing is fined and can end in dissolution.
Law 129/2019 is cited as consolidated to Law 86/2025.
What is the beneficial owner register in Romania?
It is the Registrul beneficiarilor reali al societăților, the central register of beneficial owners of companies. ONRC, the National Trade Register Office, keeps it for the companies entered at the trade register (art. 19(5)(a) Law 129/2019). Associations and foundations (Ministry of Justice) and trusts (ANAF, the tax authority) have separate registers, none for SRLs.
As a buyer, you meet the register through a share transfer, the cesiune de părți sociale. A transfer can change who owns or controls an SRL, and so it can change the entry. Up to three 15-day clocks run from one transfer. They are the ANAF notification, the ONRC filing and, where the beneficial owner or their data change, this declaration.
The register and the declaration are two different things. The register is ONRC's. The declaration is the company's filing that fills it. ONPCSB, the anti-money-laundering office, does not receive it (ONPCSB FAQ). The trade register entry identifies the company itself, and the J number of a Romanian company has its own guide.
Can anyone see who owns a Romanian company?
No. The register is not open to the general public. Authorities, obliged entities and persons with a legitimate interest may consult it, each on its own conditions.
| Tier | Who | Condition | What they see |
|---|---|---|---|
| 1 | Competent authorities and ONPCSB | No restriction, and without alerting the person concerned (art. 19(8)(a)) | The register as held; the text we read sets no limit |
| 2 | Obliged entities (entități raportoare), such as banks | When they apply customer due diligence (art. 19(8)(b)); they must not rely on the register alone (art. 19(10)) | The text we read sets no reduced set |
| 3 | Any person or organisation able to show a legitimate interest (interes legitim) | Online registration and an administrative fee or tariff set by the keeper; the procedure and amount are fixed by order of the Minister of Justice, which we did not read (art. 19(8)(c), (8^2)) | Name, month and year of birth, citizenship and country of residence of the beneficial owner, and the nature and extent of the interest held (art. 19(9)) |
| Not a tier | The general public | Art. 19(8) names the three groups above; on 22 November 2022 the Court of Justice held invalid the rule that the data be "accessible in all cases to any member of the general public" | Not covered by the three tiers |
A bank that finds a discrepancy reports it, and ONRC enters a provisional note (art. 19(7^2)). The 2024 directive's rule on a would-be counterparty is covered at the end of this guide. This page sells no extract or search.
Who is the beneficial owner of an SRL?
The beneficial owner is the natural person who ultimately owns or controls the company (art. 4(1) Law 129/2019). The legal representative decides who is declared, on their own responsibility. A holding of more than 25% is an indication of ownership, not a threshold.
A natural person holding more than 25% directly
A shareholding of 25% plus one share held by a natural person is an indication of direct ownership. The same applies to a natural person's interest of more than 25% in the capital (art. 4(2)(a)(1)).
A natural person behind a foreign entity they control
The same stake held by a foreign corporate entity that the person controls is an indication of indirect ownership. A buyer can also hold the shares through a Romanian holding SRL.
A person who controls the company by other means
The test covers ownership or control through shares, votes or equity, or by other means.
The administrator, when nobody qualifies
The senior managing official is recorded if no person is identified, or if there is doubt. This applies only after all diligence is done and where there are no grounds for suspicion. In an SRL, the senior managing official is the administrator or administrators (art. 4(2)(a)(2)).
The SRL
- 1
A natural person with more than 25% directly
- 2
A natural person who controls a foreign entity holding more than 25%
- 3
A person who controls by other means
- 4
The administrator or administrators
as senior managing official
- law if nobody is identified after all diligence and there are no grounds for suspicion
The legal representative decides, on their own responsibility; 25% is an indication, not a threshold.
Who is the beneficial owner in four typical purchases?
Four purchases read against the wording of art. 4. This is the author's analysis of the statute, not a rule and not advice.
| Case | Who the wording points to | Basis |
|---|---|---|
| An individual buys all the shares | That person, a natural person holding more than 25% directly | Art. 4(2)(a)(1) |
| A foreign holding wholly owned by one natural person buys all the shares | The person behind the holding, as indirect owner, because the foreign entity holding the stake is controlled by that person | Art. 4(2)(a)(1) |
| A holding owned by two people at 50% each buys all the shares | Not settled by the 25% figure: it turns on whether either person controls the holding, so no outcome is given as a rule | Art. 4(2)(a)(1), control by other means |
| A holding with no person above 25% and no control by other means | The administrator or administrators, as senior managing official, once all diligence is done and nothing raises suspicion | Art. 4(2)(a)(2) |
Who files the declaration, and where?
The legal representative of the company, in an SRL the administrator, signs a statement on their own responsibility (art. 56(4) Law 129/2019). The company must hold adequate, correct and up-to-date information on its beneficial owner. The beneficial owners must give it everything it needs (art. 19(1) and (1^1)).
The declaration is filed at ONRC, never at ONPCSB (ONPCSB FAQ). You can file it at the ONRC desk in person or through a representative. Filing under a power of attorney is not a reserved act. For a change application the power of attorney is an authentic (notarised) one, or the representative is a lawyer under a lawyer's mandate. The transfer deed, the resolutions and the updated articles are a Bar-registered lawyer's work (art. 3(1)(c) Law 51/1995).
What does the declaration contain, and can it be filed from abroad?
The data, the channels and the formalities, as art. 56 of Law 129/2019 and art. 76 of Law 265/2022 print them.
- For each beneficial owner: name, date and place of birth, and personal numeric code.
- Also the ID series and number, citizenship, domicile or residence, and how control is exercised.
- Electronically, sent to ONRC with an electronic signature.
- By post or courier.
- At the ONRC desk, in person or through a representative.
- Before an ONRC representative, or with a certain date (dată certă) from a notary or lawyer.
- A foreign official document needs an apostille or superlegalisation, unless a treaty or EU rule removes the formality.
- Each such document also needs a legalised Romanian translation (art. 76 Law 265/2022; how ONRC applies it to the declaration was not read).
- At incorporation, the data may be written into the constitutive act (act constitutiv).
- A later change in the data needs no amending act, only a new declaration.
When is the declaration due?
Every row is filed at ONRC and signed by the legal representative.
| Event | Term | Basis | Note |
|---|---|---|---|
| First declaration of a new company | At incorporation; the data may be written into the constitutive act | Art. 56(1) and (7) Law 129/2019; art. 7(f^1) Law 31/1990 | Filed at ONRC |
| Change of beneficial owner or of their identification data | Within 15 days of the date the change occurred | Art. 56(3) | The start date on a share transfer is the next section |
| Annual declaration | Within 15 days of approving the annual financial statements | Art. 56(1^3) | Only if a shareholder is registered or fiscally seated in a listed jurisdiction |
| Company registered before the 2019 law | At least one declaration filed since the law entered into force; otherwise file one and keep it up to date | Art. 56(1^4) | Matters for an older shelf company |
| Fine for a missing declaration | 5,000 to 10,000 lei on the legal representative | Art. 57(1) | Amounts as consolidated to Law 86/2025 |
| Dissolution request | Declaration still missing 30 days after the fine | Art. 57(2) | The cause can be removed before closing arguments on the merits |
ONPCSB publishes the jurisdiction lists behind the annual declaration (art. 56(8)), and international bodies draw them up. This page names the three categories (tax non-cooperative, high-risk and monitored jurisdictions). It names no country, because we did not read the current lists.
Buying a Romanian company and reading the seller's last declaration?
We can read the seller's last declaration, the register extract and the other checks with you before the deed.
When do the 15 days start on a share transfer?
Art. 56(3) counts the 15 days from the date the change occurred (Law 129/2019). ONPCSB's FAQ ties the term to a change of the beneficial owner or of their identification data (FAQ). Our analysis: a change of administrator alone changes the beneficial owner only where the senior-managing-official fallback applies.
Towards third parties a share transfer takes effect only from the ONRC entry (art. 203(2) Law 31/1990, text of January 2024). It needs no notary (art. 204(2)). The texts we read do not say which date starts the declaration's 15 days. This guide therefore names neither the deed nor the entry as the rule.
The ANAF notification is due within 15 days of the transfer. The ONRC filing is due within 15 days of the act (art. 43(1) Law 265/2022, 2022 text). Our analysis: filing the declaration in the same ONRC file as the transfer mențiune (the registered change) meets 15 days on either reading. We did not read whether one application takes both.
I bought an SRL: what do I file, and in what order?
The steps below cover the beneficial-owner part of a transfer. The other checks of a purchase are on the detailed page on buying an existing company.
Check the seller's last declaration before signing
Match it to the shareholders in the ONRC extract. A company registered before the 2019 law must show one declaration filed since the law entered into force (art. 56(1^4)).
Identify the beneficial owners on the buyer's side
These are each natural person with more than 25%, directly or through a controlled foreign entity, and anyone who controls by other means. If nobody qualifies after all diligence and absent suspicion, it is the administrator. The legal representative decides, and the owners supply their data.
Have the transfer acts drafted
A Bar-registered lawyer drafts the deed, the resolutions and the updated articles. The declaration is the legal representative's own statement.
Sign the deed
The ANAF notification (15 days of the transfer) and the ONRC filing (15 days of the act) start to run. The declaration's start is open, as the previous section explains.
The legal representative signs the declaration
By hand or with an electronic signature, before an ONRC representative, or with a certain date from a notary or lawyer.
Notify ANAF, a separate duty
The company, the seller or the buyer notifies ANAF within 15 days. A CECCAR accountant or lawyer acting for them can do it too (Law 239/2025, art. V). Since OUG 13/2026, this covers the shares of any SRL member. Procedure per the draft of July 2026. We do not file it.
File it at ONRC, preferably in the same file as the transfer mențiune
Our analysis: whether one application takes both was not read. A representative needs an authentic (notarised) power of attorney or a lawyer's mandate. We prepare the file.
Afterwards
Give the bank proof of registration when it asks. File a new declaration within 15 days of any later change of beneficial owner or of their data. File the annual one if a shareholder sits in a listed jurisdiction.
law a term set by law law (2022 text) a term of the 2022 text of Law 265/2022
lane 1
- 1
Notice to ANAF
- law within 15 days of the transfer
- law any SRL member’s shares since 9 March 2026
- draft procedure per the draft of July 2026
lane 2
- 1
The transfer mențiune is filed at ONRC
- law within 15 days of the act
- 2
The registrar decides
- law (2022 text) a complete file within one working day of registering the request (art. 105(1) Law 265/2022; later amendments not read)
- 3
The ONRC entry
- law the transfer binds third parties from this moment
lane 3
- 1
The declaration
- law within 15 days of the change, only where the beneficial owner or their data change
- open the texts we read do not say whether the deed or the ONRC entry starts the count
our analysis Lanes 2 and 3 are filed in one ONRC file; the ONRC form and whether one application takes both were not read.
What happens if the declaration is missed?
The sanction has two stages and two targets. First comes a fine on the legal representative. Then a court can dissolve the company.
Found
ANAF's control bodies find the contravention, and ONPCSB can also find it through its own agents (art. 57(3)).
Fined
A fine of 5,000 to 10,000 lei on the legal representative, as consolidated to Law 86/2025 (art. 57(1)).
Recorded
The fine report, which states that non-filing leads to dissolution, goes to ONRC.
Dissolution
If the declaration is still missing 30 days after the fine, the tribunal may dissolve the company at ONRC's request. Filing before closing arguments on the merits removes the cause (art. 57(2)).
The fine falls on the legal representative and the dissolution on the company. A stale entry left by the seller therefore sits on the company the buyer now owns (our analysis). The texts we read do not say who bears a fine for the seller's period. Companies that ANAF declares inactive face a separate dissolution track. The guide on an inactive taxpayer in Romania explains it.
Does being a beneficial owner carry a tax consequence?
Since Law 239/2025, a company that asks ANAF for an instalment schedule of tax arrears (eșalonare la plată) must present a surety contract (contract de fideiusiune). The contract is in authentic form. It is signed with the company's beneficial owner or owners, as art. 4 of Law 129/2019 defines them. The rule is art. 193^1(1) of the Fiscal Procedure Code, consolidated to OUG 38/2026.
The surety contract is an enforceable title (art. 193^1(4)). The Code ties it to the beneficial owner under art. 4 of Law 129/2019, not to the register entry. The debtors of art. 193(3) need not present one. Legal-person debtors majority-owned by the State or an administrative-territorial unit need not present one either (art. 193^1(2)). Requests pending when the law entered into force had 30 days (art. IX(1) Law 239/2025).
This is law, not advice. The page does not say whether a company should ask for a schedule. The 15-day ANAF notification of the transfer is a separate duty. For a seller's arrears, see our ANAF tax certificate overview.
What changes in 2026 and 2027?
Two EU texts reach the access rule and the wording. Law 86/2025 is Romania's notified measure against the 10 July 2025 date of Directive (EU) 2024/1640. We found no Romanian act aligned with art. 12 or with the Regulation.
The 2024 directive and the would-be counterparty
Art. 12(2)(c) of Directive (EU) 2024/1640 gives a legitimate interest to a person who is likely to enter into a transaction with a legal entity. The person must wish to prevent any link with money laundering. The transposition date of art. 12 was 10 July 2026. Romania's notified measures list shows only Law 87/2025 (whistleblowers) against that date.
From 10 July 2027: "25% or more" and 28 days
Regulation (EU) 2024/1624 defines an ownership interest as 25% or more of the shares or voting rights or other ownership interest (art. 52(1)). A change is reported within 28 calendar days (art. 63(2)). It applies from 10 July 2027 (art. 90).
What is still open in Romania
No text we found settles how "more than 25%" and the 15 days will line up with the Regulation. We did not compare what Law 86/2025 changed in art. 19, 56 and 57 with an earlier text.
Sources: the official texts behind this page
Every rule above can be checked at its source. The official texts linked on this page are listed here.
- Law 129/2019: art. 4, 19, 56 and 57, ONPCSB consolidation to Law 86/2025.
- ONPCSB frequently asked questions: where the declaration is filed, who decides, what counts as a change.
- Law 265/2022 on the trade register: art. 43, 76 and 105, 2022 text, later amendments not read; a scanned file.
- Law 31/1990, the Company Law: art. 7, 203 and 204, text of January 2024.
- Law 239/2025: art. I, V and IX, the surety rule and the 15-day ANAF notification.
- OUG 13/2026: art. I, the notification rule extended to the shares of any SRL member.
- Fiscal Procedure Code: art. 186 and 193^1, consolidated to OUG 38/2026.
- Law 51/1995 on the legal profession: art. 3(1)(c), drafting legal acts is a lawyer's work.
- Court of Justice judgment of 22 November 2022: Joined Cases C-37/20 and C-601/20.
- Directive (EU) 2015/849: the EU indication of ownership; banks collect proof of registration.
- Directive (EU) 2024/1640: legitimate-interest access and the transposition date.
- Regulation (EU) 2024/1624: "25% or more", the 28-day ceiling and the date of application.
We did not read the text of the joint Order ANAF 1137/2026 and MJ 1967/C/2026 of 12 October 2026 on the ANAF notification. This page therefore gives no form, channel or attachment list for it.
Frequently asked questions
What is the beneficial owner register in Romania?
ONRC, the National Trade Register Office, keeps the Registrul beneficiarilor reali al societăților. It is the central register for companies entered at the trade register. Associations and trusts have separate registers. Companies fill it through the beneficial-owner declaration, which the legal representative signs and files at ONRC.
Does Romania have a public register of beneficial owners?
No. Authorities and ONPCSB, obliged entities doing customer due diligence, and persons who show a legitimate interest may consult it. The third group registers online and pays a fee. On 22 November 2022 the Court of Justice held invalid the EU rule requiring general public access. Romanian law names three groups, so the general public is outside them.
Can a buyer look up the beneficial owner of a company they want to buy?
Under Romanian law, only by showing a legitimate interest, with online registration and a fee. Directive (EU) 2024/1640 treats a would-be counterparty as having one. Its transposition date was 10 July 2026, and we found no Romanian act implementing art. 12. We promise nothing here.
Who is the beneficial owner of my SRL?
The natural person who ultimately owns or controls it. More than 25% held directly, or through a foreign entity they control, is an indication. Control by other means counts. If nobody qualifies after all diligence and absent suspicion, the administrator or administrators are recorded. The legal representative decides, on their own responsibility. This guide decides no case.
Is 25% a hard threshold?
No. Romanian law calls more than 25% an indication of ownership and keeps the test of control by other means. Regulation (EU) 2024/1624, which applies from 10 July 2027, uses the wording 25% or more. No text we found settles how Romania will align its wording with the Regulation.
Who files the declaration, and where?
The legal representative signs it on their own responsibility and decides who is declared. It is filed at ONRC, the trade register office, and never at ONPCSB. You can send it electronically with an electronic signature, or by post or courier. You can also file it at the ONRC desk in person or through a representative.
When is it due?
At incorporation, or by writing the beneficial owners into the constitutive act. A change of beneficial owner, or of their identification data, is declared within 15 days of the date it occurred. The annual declaration is separate and applies to some companies only. The texts we read leave the start of the 15 days on a share transfer open.
I bought an SRL: what do I file?
A new declaration naming the natural persons behind the buyer, within 15 days of the change, where the beneficial owner changed. Filing it in the same ONRC file as the transfer mențiune would meet the 15 days on either reading. The texts we read leave the reading open. Our analysis: we did not read whether one application takes both.
Do I need to amend the articles when the beneficial owner changes?
No. Art. 56(7) says a later change in the identification data of the beneficial owners does not oblige the company to draw up an amending act. The company declares it instead. The share transfer itself is a separate step. A Bar-registered lawyer drafts its deed, the resolutions and the updated articles, and no notary is required.
Is there an annual declaration?
Only for a company with a shareholder registered, or fiscally seated, in a tax non-cooperative, high-risk or monitored jurisdiction. It is filed within 15 days of approving the annual financial statements. ONPCSB's FAQ says the annual declaration does not fall on every company entered at the trade register.
What if the declaration is not filed?
The legal representative is fined 5,000 to 10,000 lei, as consolidated to Law 86/2025. If the declaration is still missing 30 days after the fine, the tribunal may dissolve the company at ONRC's request. The cause of dissolution can be removed by filing before the court hears closing arguments on the merits.
Can the declaration be filed from abroad?
Yes: electronically with an electronic signature, by post or courier, or at the ONRC desk through a representative. A foreign official document needs an apostille or superlegalisation, unless a treaty or EU rule removes the formality. It also needs a legalised Romanian translation. We did not read how ONRC enters a beneficial owner with no Romanian personal numeric code.
Will my bank ask for it?
Usually. Under Directive (EU) 2015/849, banks and other obliged entities collect proof of registration or an extract of the register. They must not rely on the register alone. A stale declaration shows up as a discrepancy. They report it so that ONRC enters a provisional note.
Does being a beneficial owner have tax consequences?
Since Law 239/2025, a company that asks ANAF for an instalment schedule of tax arrears must present an authentic surety contract signed with its beneficial owner or owners. The contract is an enforceable title. This page states the rule. It does not say whether a company should ask for a schedule.
Is your purchase going ahead?
If it is, we can prepare the transfer file, with the lawyer's steps and the filer's steps named.