Romania's Register of Beneficial Owners (UBO register), kept under Law no. 129/2019, was not abolished by the Court of Justice. After CJEU C-37/20, what disappeared is open public access — the idle curiosity of third parties. Transparency toward the system is untouched: the tax authority, the courts and your bank still see everything.
The obligation is governed by Law no. 129/2019 on preventing and combating money laundering and terrorist financing. Legal persons subject to registration with the trade register file a declaration on the beneficial owner, for entry in the Register of Beneficial Owners of companies, kept by the National Trade Register Office (ONRC).
Together with the constitutive documents. The obligation is also met by including, at incorporation, in the articles of association, the identification data of the beneficial owners and the ways in which control over the legal person is exercised.
When a change affecting the beneficial owner's identification data occurs, the declaration is filed within 15 days of the date on which it occurred. A subsequent change of data does not require amending the articles of association — it is declared through the declaration on one's own responsibility.
In addition to the above, legal persons whose shareholding includes entities registered and/or tax-resident in non-cooperative tax jurisdictions and/or in jurisdictions with a high risk of money laundering or terrorist financing and/or in jurisdictions under the monitoring of the relevant international bodies file annually a declaration on the beneficial owner, within 15 days of approval of the annual financial statements. Updated lists of these jurisdictions are published by the National Office for the Prevention and Control of Money Laundering (ONPCSB).
The legal representative's declaration on his own responsibility contains the beneficial owners' identification data — surname, forename, date and place of birth, personal numerical code, identity-document series and number, citizenship, domicile or residence — and the ways in which control is exercised over the legal person. This last element is the one most often treated superficially and most often checked.
Failure by the legal representative to file the declaration on the beneficial owner's identification data is a contravention, sanctioned with a fine of RON 5,000 to RON 10,000. The finding is communicated to the trade register office, recording that non-filing entails dissolution of the company, under art. 237 of Law no. 31/1990.
The severe consequence comes afterwards: if, within 30 days of the sanction being applied, the representative has not filed the declaration, the tribunal (or, as the case may be, the specialised tribunal) may, at the request of the ONRC, order the dissolution of the company. The ground for dissolution may, however, be removed before closing arguments on the merits — meaning that filing the declaration, even late, remains useful until well into the procedure. The contravention is found by the control bodies of the tax authority (ANAF) and its territorial units, and also by the Office, through its own agents.
The real sanction is operational paralysis. Not the fine. Banks check the register when applying customer due-diligence measures. A discrepancy between what a client declared to the bank and what the register shows triggers, in current banking practice, requests for clarification, delays and, in unresolved cases, closure of the relationship. Add the dissolution risk and the reputational risk before partners who run their own checks. A declaration of a few pages, left un-updated through inattention, can bring a functioning company to a halt.
The beneficial owner is, under art. 4 of Law no. 129/2019, the individual who ultimately owns or controls the client, or the individual on whose behalf a transaction or activity is carried out. The criteria apply in order — and the order matters.
The individual holding more than 25% of shares, holdings or voting rights — the usual formula being "25% plus one share" — directly or through a chain of entities. Indirect ownership is calculated by multiplying the stakes along the chain: a person holding 50% of a company that holds 60% of the company under analysis holds 30% indirectly, and is therefore a beneficial owner.
Even below the threshold, a beneficial owner is anyone who exercises control — including through the power to appoint or remove a majority of the members of the administrative, management or supervisory bodies, through shareholders' agreements, through veto rights, through dominant financing, or through any other form of decisive influence.
If, after exhausting all means, no individual is identified on the above criteria — and only if there is no ground for suspicion or doubt that the person identified is the beneficial owner — the individual holding the senior managing position is declared: the director, the members of the board or of the supervisory board, the officers with delegated powers, the members of the directorate.
The residual solution is not a convenience option — it is the last rung, applicable only where genuine identification has failed. Declaring the director as beneficial owner, where an identifiable owner exists, is not an administrative shortcut. It is an inaccurate declaration. And this concept must not be confused with the beneficial owner in the tax sense — a distinct concept, with its own basis, purpose and consequences.
On 22 November 2022, the Grand Chamber of the Court of Justice of the European Union delivered judgment in the joined cases C-37/20, Luxembourg Business Registers, and C-601/20, Sovim.
The Court declared invalid the provision of the Fifth Anti-Money-Laundering Directive requiring Member States to ensure that information on beneficial owners be accessible to any member of the general public. The reasoning: such access is a serious interference with the fundamental rights to respect for private life and to protection of personal data, guaranteed by arts. 7 and 8 of the Charter of Fundamental Rights of the European Union. The interference is not limited to what is strictly necessary and is not proportionate to the objective pursued — combating money laundering — since the data become accessible to a potentially unlimited number of persons, who may freely consult and retain or disseminate them.
The judgment left intact neither the entities' duty to identify their beneficial owners, nor the duty to declare them, nor the deadlines.
Competent authorities and financial-intelligence units have free access, without restriction and without alerting the person concerned.
Banks, notaries, lawyers, accountants — when applying customer due-diligence measures — have access on the same terms.
Access for persons who can demonstrate a legitimate interest remains possible, including for the press and civil society investigating money laundering.
The judgment thus shifted the line: from "anyone, for no reason" to "whoever has a recognised reason". It did not abolish the register and did not turn the data into a secret.
Here I must be precise, because the two levels — the law and the implementing procedure — are not at the same stage.
At the level of the law, the question is resolved. Through Law no. 86/2025 amending Law no. 129/2019, published in the Official Gazette no. 483 of 23 May 2025, art. 19 of Law no. 129/2019 was amended: access to information on the beneficial owner is granted to "any person or organisation able to demonstrate a legitimate interest", and to "any natural or legal person able to demonstrate a legitimate interest in accessing beneficial-ownership information". Access so recognised is subject to online registration and payment of a fee or administrative charge not exceeding the administrative costs of making the information available. Those entitled have access to the surname and forename, month and year of birth, citizenship and country of residence of the beneficial owner, and to information on the nature and extent of the beneficial interest held. The law expressly transposes art. 74 of Directive (EU) 2024/1640.
At the level of the procedure, the situation is not fully settled. The law provides that the procedure for online registration and the amount of the fee or charge is approved by order of the Minister of Justice or by order of the President of ANAF, as the case may be — the registers being kept separately, for companies by the ONRC and, for the other categories of entity, by the authorities competent under the law. Order of the Minister of Justice no. 7323/C/2020 is the act that currently approves the procedure for online registration and the tariffs for access to the register kept by the ONRC. On 22 July 2025, the Ministry of Justice published for consultation a draft order amending it, centred on proof of legitimate interest, with an online request, supporting documents and differentiated tariffs. Publication of that order in the Official Gazette could not be confirmed as at the date of this analysis, and the information published on the ONRC page, consulted on 18 July 2026, still describes access in the terms of the unamended order.
The honest conclusion, and the only one I can defend: the substantive rule is the one in the law — legitimate interest, while the concrete means of access, the documents required and the applicable tariffs are to be verified with the ONRC on the date you make the request. What has not changed, in any version, are your filing obligations — untouched by the CJEU judgment and by the subsequent legislative changes.
What remains confirmed, whatever the stage of the procedure: access for supervisory and control authorities, the judicial bodies, the ONPCSB and obliged entities — the latter when applying customer due-diligence measures — is free, without any restriction and without alerting the person concerned. The information supplied online covers the surname and forename, month and year of birth, nationality and country of residence of the beneficial owner, and the nature and extent of the beneficial interest held. That is, in practice, the line between confidentiality and transparency in the register: the identity and the extent of the interest are visible, not the full address, not the day of birth, not the personal numerical code.
The framework is being rewritten in full. The package adopted in 2024 replaces the logic of successive directives with a directly applicable regulation and a European supervisory authority.
The Anti-Money-Laundering Regulation (AMLR): a single framework directly applicable in all Member States, applicable from 10 July 2027, with exceptions for football clubs and agents, from 10 July 2029. From that date, the substantive rules apply without the filter of the national legislature.
Governs, among other things, the registers of beneficial owners, the powers of financial-intelligence units and the working methods of national supervisors. The provisions on central registers of beneficial owners must be transposed by 10 July 2026; others — for instance the interconnection of bank-account registers — by 10 July 2029. Romania transposed art. 74 of this directive through Law no. 86/2025.
The European Anti-Money-Laundering Authority, seated in Frankfurt, operational since 1 July 2025. Its role is direct supervision of high-risk entities and coordination of national supervisors.
The direction is consolidation of legitimate-interest access — the solution validated by the CJEU — with a definition harmonised at European level, in place of divergent national interpretations. What does not change is the general sense: no announced change moves toward reduced transparency toward the authorities.
The market keeps selling concealment instruments. It is worth stating, directly, what happened to each. The same logic applies to the structures examined in which structures still work legally in 2026.
Gone from European law. There is no longer a mechanism by which ownership circulates anonymously through the transfer of a physical instrument.
Front shareholders holding "on behalf of" another. They do not work, because the very concept of beneficial owner is built to look through them: the law requires identifying the individual who ultimately owns or controls. A nominee is, by definition, exactly the layer the test ignores. Declaring one as beneficial owner is a false declaration, with consequences that go well beyond a contravention fine.
They have their own declaration regime, covering the settlor, the trustee, the protector, the beneficiaries and any other person exercising effective control. The structure does not conceal — it merely multiplies the persons to be declared.
Through several jurisdictions. They do not conceal, only delay: indirect ownership is calculated along the chain, and if the chain becomes impossible to decipher, that is precisely the suspicion which excludes the residual solution and draws attention. An entity in a listed jurisdiction separately triggers the annual-declaration duty. What ultimately counts is economic substance, not the number of layers.
Even if the register were entirely opaque, the result would not change. Banks identify the beneficial owner anyway, through their own customer due-diligence procedures — an obligation independent of the register, for which the register is merely a verification tool. And the information so collected circulates: through the automatic exchange of account information (CRS/DAC2), non-residents' financial accounts are reported automatically between tax administrations, including, in the case of passive entities, information on the persons who control them. Through Emergency Ordinance no. 71/2025, transposing DAC8, the scope extends to crypto-assets.
The practical conclusion: the register is neither the only source nor the most important. It is merely the most visible. A structure that "solves" the register but holds bank accounts has solved nothing.
It is important not to confuse two things, because one is a right and the other is, depending on the case, a contravention or an offence.
Confidentiality toward third parties is legitimate. That is exactly what the CJEU said: it is not acceptable for anyone to learn, for no reason, who owns what. Personal-data protection is a fundamental right, and an entrepreneur's interest in not exposing his estate to an undetermined public — with real risks of personal security, harassment and commercial espionage — is perfectly defensible. It is the same logic under which the declaration of assets and income is filed with the tax authority, not published.
Opacity toward the authorities is not legitimate. There is no right to hide the beneficial owner from ANAF, the ONPCSB, the judicial bodies or the bank applying customer due diligence. Here, concealment is no longer confidentiality — it is, depending on the case, a contravention, an inaccurate declaration or an element of a criminal act, including in the architecture of a charge of money laundering as an autonomous charge.
The line is this, and it is clear: you may ask that the data not be public. You may not ask that it not exist.
You can obtain the information on your own entity or on your own status as beneficial owner, through the ONRC online service. Start with what the register says, not with what you think it says.
Of ownership and control, up to date, along the chain, including indirect ownership, including control by other means.
Without delay. The legal deadline runs from the change, so it is already running; do not make it longer.
Of the identification — especially if you applied the residual solution or if the control structure is complex. This note will be requested by the bank, not by the ONRC.
If the previous declaration given to it no longer corresponds. It is preferable that you come forward with the correction than that the bank discovers it in a routine check.
A late declaration is a contravention, and the ground for dissolution can be removed until late in the procedure. A falsified document is something else — and cannot be repaired.
No. It became restricted as against the general public, not secret. Supervisory and enforcement authorities, the courts, the ONPCSB and obliged entities — including your bank — retain free access, without restriction and without alerting you. The duty to declare is entirely intact. What disappeared is the ability of anyone to consult the register without justifying anything: under Law no. 86/2025, access by individuals and legal persons is conditional on demonstrating a legitimate interest.
Not automatically on the ownership test, whose threshold is "more than 25%". But you may be one on the control test: if you have a veto over essential decisions, if you can appoint or remove a majority of the directors, or if a shareholders' agreement gives you decisive influence. The percentage threshold is the first filter, not the only one.
No. The residual solution — declaring the senior managing official — applies only where, after exhausting all means of identification, no individual can be established on the ownership or control tests, and only in the absence of any suspicion. Where an identifiable owner exists, declaring the director is an inaccurate declaration. Banks detect this construction quickly, and the consequences exceed the fine.
As a rule, no: the declaration is filed on incorporation and whenever a change occurs, within 15 days of it. There is, however, one category for which the annual duty persists — legal persons whose shareholding includes entities registered or tax-resident in non-cooperative tax jurisdictions, in jurisdictions with a high risk of money laundering or terrorist financing, or in jurisdictions monitored by the relevant international bodies. For these, the declaration is filed annually, within 15 days of approval of the annual financial statements.
Regulation (EU) 2024/1624 becomes applicable from 10 July 2027, and Directive (EU) 2024/1640 required the register provisions to be transposed by 10 July 2026. The direction is a harmonised legitimate-interest access and stronger supervision, coordinated by AMLA. What you can usefully do now, whatever the final form: make sure the real ownership structure is correctly identified, documented and declared up to date. No announced legislative change moves toward reduced transparency toward the authorities.
Informational material, updated 18 July 2026. It does not constitute legal or tax advice; individual situations must be analysed case by case.
An initial review reconstructs the real ownership and control chain, checks what the register records against it, and establishes what must be corrected — before a bank check or an audit turns a stale declaration into an operational problem.