Beneficiary Central Registry BCR Legal Regime – What are the obligations of a Company After the First Declaration

The Legal Regime of the Beneficiary Central registry (BCR) was approved by Law no. 89/2017, of August 21, and regulated by Ordinance no. 233/2018, of August 21, with the objective of preventing the use of the financial system for money laundering or for the financing of terrorism, creating for this purpose new obligations for most legal persons.

Among the aforementioned obligations, we highlight the obligation to declare the identity of the actual beneficiaries of the companies subject to commercial registration, and the deadline for the submission of the first declaration was April 30, 2019. This deadline was extended successively, ending on October 31, 2019. All other entities can submit their first declaration until November 30, 2019.

The BCR does not merely create the obligation to issue a declaration on a specific date, on the contrary, there is a duty of the entity to keep all information concerning itself, its partners, its managers or directors and its beneficial owners up to date.

Thus, the company has several obligation of a declaratory nature, and has also coercive powers to obtain this information from its partners.

Next, we will go over some of the obligations of the entities subject to the BCR:

The obligation to Keep Up to Date Information

This obligation implies that if there is an alteration to the data contained, or that should be contained, in the declaration for the purposes of the BCR, it must be updated in less than 30 days, in accordance with Article 14(1) of Law No. 89/2017 of 21 August.

For example, in the event that new managers are appointed in a private limited company, or one of the members of a board of directors of a public limited company resigns, or the citizen card of one of the effective beneficiaries expires, a new declaration must be issued updating the information previously provided.

Declared Information Must be Updated Yearly

It should be noted that even if there is no change regarding the company, its partners or its actual beneficiaries, it is still necessary to submit an annual declaration.

This statement will serve to confirm the accuracy, sufficiency and timeliness of the information concerning the entity’s beneficiaries. This declaration shall be made by July 15, starting in 2020, in accordance with Paragraph 1 of Article 15 of Law No. 89/2017, of August 21.

As for entities subject to the submission of Simplified Business Information (SBI), they must submit the annual declaration together with the submission of this information, in accordance with paragraph 2 of article 15 of Law no. 89/2017, of August 21.

Non-compliance with Reporting Obligations

If the company fails to comply with its reporting obligations, a fine can be imposed ranging from € 1,000 to € 50,000.

In addition to the possible imposition of the above-mentioned fine, and until such time as those obligations have been fulfilled, the respective entities will be prohibited from:

  • Distributing profits for the year or make advance payments on profits during the year;
  • Entering into supply contracts, public works contracts or purchase of goods and services with the State, autonomous regions, public institutes, local authorities and private charitable institutions financed for the most part by the State Budget, as well as to renew the terms of existing contracts;
  • Tendering for the concession of public services;
  • Admit financial instruments to trading on a regulated market which represent its capital or which can be converted into it;
  • Launching public offers of distribution of any financial instruments issued by it; and
  • Benefit from support measures from European structural funds and public investment; and
  • Intervene as a party in any business whose purpose is the transfer of ownership, whether in return for payment or free of charge, or the constitution, acquisition or disposal of any other rights in rem of use or guarantee over any real estate.

Failure to comply with any reporting obligations or failure to provide justification that would waive that obligation after the expiry of the period stipulated for this purpose, implies the publication in the BCR of the situation of non-compliance by the entity that is subject to such obligations.


Consequences of False Statements

If false declarations are included in the declaration for the purposes of the BCR, the declarant can be civil and criminal liable under the terms of article 348-A of the Penal Code ex vi of article 38 of Law no. 89/2017, of August 21st.

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