149 RON (about €29), by email in ~10 minutes, electronically signed
Two different things share the name UBO in Romania, and telling them apart saves a lot of wasted effort. Registration is the filing a company makes with the Trade Register to declare the individuals who control it. The extract is the document you pull out of the register to see what was filed. This guide is about the filing. If you need the document, that is the UBO extract.
Which entities must file
Legal persons registered with the Romanian Trade Register: limited liability companies, joint stock companies, general and limited partnerships. Romanian law sets out exceptions, among them autonomous administrations, national companies, and entities wholly or majority owned by the state. Associations and foundations follow their own regime, because they are entered in a different register.
Sole traders, known as PFA, individual enterprises and family enterprises do not file. The obligation attaches to legal persons, and a PFA is an authorised individual rather than a company. For the same reason you will never find a PFA in the register, however long you search. Foreign teams trip over this regularly when a Romanian counterparty turns out to be a PFA and no UBO record exists to request.
When the filing is due
At incorporation, together with the registration file, where the declaration may be carried in the constitutive act itself. After that, within 15 days of any change in the beneficial owners. A share transfer is the classic case: the contract is signed, the change is registered with the Trade Register, and the UBO declaration is forgotten because nobody asks for it at the counter.
The annual filing obligation that existed at the start was narrowed. It remains mainly for companies whose structure includes entities from high-risk jurisdictions. For an ordinary limited liability company with Romanian individual shareholders, the declaration is filed at incorporation and on changes.
Who counts as a beneficial owner
An individual, never a company, who ultimately owns or controls the entity. The main test is holding more than 25% of the shares or voting rights, directly or through other companies. Where the chain is layered, you climb it until you reach people. Where nobody crosses the threshold, control exercised by other means is assessed. Where even that identifies nobody, the senior managers are entered.
A company with two shareholders at 50 and 50 has two beneficial owners. One with four shareholders at exactly 25% has none who cross "more than 25%", and the analysis moves to control.
What non-filing costs
The fine set by law for failure to file runs from 5,000 to 10,000 lei. The part that surprises people comes after: if the declaration is still not filed within 30 days of the fine, the Trade Register may ask a court to dissolve the company. Courts have granted such requests. The law also leaves a way out, since filing the declaration before the close of the hearing removes the ground for dissolution.
Amounts and deadlines have changed more than once since 2019, so they are worth checking against the text in force on the date you need it rather than against an older article.
How the filing is made
Through the Trade Register portal with a qualified electronic signature, at the counter, by post or courier, or by email with a qualified electronic signature. The institution publishes its own form and completion guide, and a parallel form, however well drafted, comes back from the counter while the 15-day deadline runs on.
Where foreign shareholders get stuck
When the shareholder is itself a company, the percentage line is not filled in with the company name. You climb the chain to individuals and enter them, with the indirect holding. This is where files are rejected most often, and it is the step that takes longest when the chain runs through two or three jurisdictions. Identification data for each beneficial owner is required in full, including identity document details.
Checking what is currently on file
This is the step most people skip. A declaration filed three years ago reflects the position three years ago. If shareholders changed, capital was increased or an investor came in since, the register may still show the earlier people, and a bank will compare what is there against what you tell it. The mismatch surfaces on the day you needed things to move quickly.
What is on file today is shown by the UBO extract, signed electronically by the Trade Register. If the extract does not match reality, a new declaration is what you need, in that order: find out what is recorded, then correct it. Who may obtain the extract, and what the 2024 directive changes, is covered in access to Romania's UBO register.
Fill in a form, pay online and receive the electronically signed document by email.
Check what is on file for the company (149 RON, ~10 minutes) →