A new identity document issued to a shareholder, director or beneficial owner may trigger filing obligations with the Trade Register within 15 days. The scope of those formalities differs from one capacity to another.
Prepared by the AS Group Team · Informational document
The issuance of an Electronic Identity Card (CEI) to a shareholder, director, beneficial owner or any other person whose details are recorded in a company's structure may create a need to update the information held by the National Trade Register Office (ONRC). A new identity document may change elements used in the company's records — in particular the identity document details and, where applicable, the person's domicile. For this reason, it is advisable to verify that the person's current details, the information recorded in the trade register and the company's own documents are consistent with one another.
The constitutive act of a limited liability company includes, among other things, the identification details of the shareholders, as well as those of the persons who represent and manage the company. The Companies Law therefore requires accurate and up-to-date information on the persons forming part of the company's structure.
At the same time, Law No. 265/2022 on the trade register sets out the obligation of professionals to request the registration of entries relating to the acts and facts for which the law requires filing with the trade register.
As a general rule, the deadline for requesting the entry is no more than 15 days from the date of the act or fact subject to registration.
Accordingly, where the issuance of a CEI changes identification details recorded with ONRC or in the company's documents, it must be assessed whether a filing is required.
The check is particularly relevant where the new Electronic Identity Card belongs to a person appearing within the company in the capacity of:
Checking the director's identity document alone is not sufficient. In companies with several shareholders or with a more complex governance structure, the details of each registered person must be assessed separately.
The answer depends on the person's capacity and on the information contained in the existing constitutive act.
In the case of shareholders and directors, the Companies Law provides that the constitutive act includes their identification details. Where the information in the constitutive act no longer matches the current position, it may be necessary to update the constitutive act and register the corresponding entry with ONRC. Following amendment, the amending instrument is filed with the trade register together with the fully updated text of the constitutive act.
The position is different, however, where the change concerns exclusively the identification details of the beneficial owner.
The legislation on beneficial owners expressly provides that a subsequent change to the beneficial owner's identification details does not, in itself, create an obligation to draw up an instrument amending the constitutive act. In that case, the update is made through the beneficial ownership declaration, under Law No. 129/2019.
The identification details of the beneficial owner include, among others, the first and last name, date and place of birth, personal numerical code (CNP), the series and number of the identity document, citizenship, and domicile or residence.
Where any of this information changes, the beneficial ownership declaration must be updated within 15 days of the date of the change.
Where the same person is simultaneously, for example, shareholder, director and beneficial owner, the two levels must be assessed separately:
The same individual may therefore generate several ONRC formalities, depending on the capacities they hold within the company.
The documentation is not identical for all companies. It must be determined according to the legal form, the company's structure, the capacity of the person whose details have changed, and the content of the existing constitutive act.
Depending on the situation, the procedure may involve:
Obtaining a CEI should not automatically be treated as an identical procedure for all companies. It must first be established what information has changed, in what capacity the person appears within the company, and in which documents or registers the outdated information appears.
Where a shareholder, director or beneficial owner has recently obtained an Electronic Identity Card, it is advisable to review the company's position before filing any documentation.
In particular, the following should be compared:
This review makes it possible to identify precisely which formalities are required, and avoids filing incomplete documentation or making amendments that are not necessary.
The move to the Electronic Identity Card is not merely a change of personal document. For individuals holding capacities within a company, the new identity document may also affect the information registered with the Trade Register.
The obligations must nonetheless be assessed against each company's specific circumstances. For shareholders and directors, updating the constitutive act may also be required, whereas for a change concerning solely the beneficial owner's details the law allows the update to be made through the dedicated declaration, without a mandatory amending instrument.
The AS Group team can review the company's position, identify the documents requiring updates, and handle the preparation and filing of the necessary entries with ONRC.
AS Group supports companies with an integrated financial, tax and operational perspective, at the moments when decisions need structure.
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