18 January 2019 – In the context of the implementation of the Law no. 308 on preventing and combating money laundering and financing of terrorism of 2018 (hereinafter – the “Law 308/18”), upon the incorporation of legal entities, or operation of changes in their incorporation documents, the Public Services Agency (ASP) requests from investors information about the beneficial owners of the legal entity (natural person who ultimately owns or controls a natural or legal person). In addition to this, the legal entities are to inform the ASP about changes in the composition of beneficial owners, which is often impossible for companies whose shares are traded freely (daily) on international stock exchanges, or for their daughter companies.

At the same time, art. 5 para. 15 of the Law 308/18 reads that the natural person, who held the position of administrator, is considered as beneficial owner, if all possible means of identifying beneficial owners have been exhausted and there are no grounds for suspicion. Submitting a statement that the administrator is the beneficial owner of the company was vehemently rejected by investors, given that the managers of the companies are employees and cannot assume the responsibility of a beneficial owner in relation to the national authorities. This issue was brought to the attention of the Economic Council, following the demarche of the European Business Association.

The implementation of the respective provisions of the Law 308/18 affected the activity of several foreign investors and could discourage the entry on the market of new investors. Meetings with stakeholders and relevant state institutions were convened on the platform of the Economic Council. Solutions have been jointly identified with a view to changing procedures for registration and modification of the acts of incorporation of legal entities: since 18 January 2019, ASP modifies the internal guidelines and the template for the declaration of beneficial owners. Thus, should it be impossible to determine the beneficial owners, the company declares this and the administrator is considered to be beneficial owner, without requiring a declaration to this effect from the economic entity.

The solution had been implemented and thus the impediments were overcome.

The Secretariat of the Economic Council to the Prime Minister is  supported  by  the  European  Bank  for  Reconstruction  and  Development, funded by the UK Government’s Good Governance Fund, and the World Bank Group project “Investment Climate Reform”, funded by the Sweden.

The Secretariat of the Economic Council to the Prime Minister is supported by the European Bank for Reconstruction and Development, funded by the UK Government’s Good Governance Fund.