Friday, April 3, 2020

Registration of the real beneficiary statement

As you know, all entrepreneurs who own a company (SRL) have the obligation to register the declaration of real beneficiary. In the article below we will present more information regarding the registration of the declaration of real beneficiary.

What is the legislative framework that requires us to register this statement?

The legislative framework that provides for this obligation is given by article no. 56 of ,, Law no. 129/2019 on preventing and combating money laundering and terrorist financing ”.

Who has the obligation to submit the declaration of real beneficiary?

According to par. 1 of article no. 56 states that: “The legal persons subject to the obligation of registration in the trade register, except for the autonomous regions, national companies and companies and companies wholly or mainly owned by the state, submit a registration regarding the registration, annually or whenever a change occurs a statement regarding the real beneficiary of the legal person, in order to be registered in the Register of the real beneficiaries of the companies. "

What is the deadline for submitting the declaration of real beneficiary?

The deadline for submitting the declaration of real beneficiary for 2020 is July 21.

How many times will the declaration of real beneficiary be submitted?

The declaration of real beneficiary will be submitted annually, starting this year.

What happens if you do not submit the declaration of real beneficiary?

There are two major risks if the declaration of a real beneficiary is not submitted, namely:

Either you are liable to a fine of approximately 10,000 lei.
Either the company can be dissolved, in case the real beneficiary declaration is not registered.

How to file the declaration of real beneficiary at the Trade Register?

The declaration of real beneficiary is registered with the Trade Register as any other mention.

For the registration of the declaration of real beneficiary you will need the following documents:

  • Real beneficiary declaration in authentic form (this can be given either to the notary or to the Trade Register).
  • Registration form.
  • Copy from the identity card of the real beneficiary.
  • The above documents will be placed in a foil (map) that will be attached to the file with you.

This file will be submitted to the Competent Trade Register from the territorial area of ​​the company headquarters.

How much does the procedure for registering the statement of real beneficiary of the company cost?

There are no fees for registering the declaration of real beneficiary, only the cost of legal services that you will pay to a lawyer, in case you do not want to waste time waiting at the counter of the Trade Register.

Although it is still a bureaucratic procedure, which many of the companies will face, unfortunately the legislation must be respected and this declaration must be filed within the legal term.

Monday, March 9, 2020

How does the constitutional court's new decisions affect the courts?

According to Article 147 of the Constitution, the decisions of the Constitutional Court are generally binding, being official decisions according to the attached legal norm. Also, the mandatory general nature of these decisions are reaffirmed by Article 31 of Law 47/1992 which regulates the organization and functioning of the Constitutional Court. 

Thus, it is necessary to analyze the effects of the decisions taken by the Constitutional Court which were decreed following the analysis of the requests for referral concerning constitutionality or non-compliance with the provisions of the normative act or those imposed in the control of constitutionality carried out in the framework of a draft legislation, prior to its promulgation. These 2 aspects are presented in Decisions 415/2018 and 731/2019). 

Moreover, the obligation to take into account the decisions of the Constitutional Court in relation to the circumstances does not differ in the case-law of the constitutional court, in Article 31 of Law 47/1992 and in Article 147 of the Constitution, and aims at:

- Constitutionality control carried out on a draft legislation, prior to its promulgation
- Unconstitutionality of a provision of a normative act in force

Interpretative decisions or interpretative (intermediate) decisions represent a new category that has appeared in practice and the doctrine of the Courts and represent decisions by which the Constitutional Court rejects the referral, characterizing it as inadmissible. With regard to these decisions, there may be circumstances for mitigating the mandatory nature of taking into account the resolution, the court being able to relate to them in making the final decision. However, Decisions No 731/2019 and 415/2018 do not aim to dismiss the complaints as inadmissible. 

Therefore, according to Decision 731/2019, which was published after the resolution of the majority of cases in the care of the courts aimed at paying or exercising remedies for appeals, must comply with the following:

- The Court finds that the new constitutional law applies to pending situations but also to those who will appear in the future, the scope of Art 147 is not conditioned by the time of the civil trial
- The constitutional effects of the Constitutional Court's decisions on pending cases have been established
- Courts are obliged to apply this decision only in cases pending at the time of publication of the new Constitutional Law, where the provisions are applicable, and where the exception of unconstitutionality until its publication was invoked.
- The decision will not be applied in the cases definitively resolved until the date of publication of the legislation, but only in cases pending before the courts.

Concluding, it can be requested to the court, in writing, to pronounce a decision recital 415/2018 and 731/2019 being mandatory, in the case of files pending resolution concerning Law 77/2016.

Wednesday, February 5, 2020

Tax procedure changes from 2020

Starting with the year 2019, law 30/2019 approves Government Emergency Ordinance 25/2018 bringing some amendments and changes to the tax code and the new tax procedure started being applicable since 2019. Therefore, business owners are obliged to deduct finance costs up to 1 million Eur, plus 30% of EBIDTA. Even companies that recognize a division or merge must carry over excess costs of debt and be in line with the new regulations and the Court of Justice of the EU position. According to these new regulations, the limitation of the land area under this treatment is lifter, and the purchase of more buildings for which to pay only 5% VAT by the same person is allowed. In addition, gains resulting from crypto-currencies transactions are also clarified now.

Starting with April 2019, sponsorship expenses and related tax credit for individuals or companies granting them, will fall under new regulations as well. New and essential provisions have been inserted, due to which taxpayers must be allocated to 3 risk classes. Central tax authorities can continue to automatically enroll taxpayers under electronic communications through filling the papers online. The relationship with the tax authority will be established through a mediation procedure that can be initiated by the taxpayer after receiving the payment orders, in order to identify the best solution for erasing al liabilities, even payment reschedule. 

The most important changes brought by Law 30/2019, that was published in the Official Journal of Romania on 17.01.2019, regarding taxation:

Micro-enterprises and corporate tax:
-        The excess cost of debt over 1.000.000 Eur can be deducted when corporate tax is within 30% of the calculation base, instead of 200.000 Eur that was deducted within 10% of the calculation base (EBITDA). This way cases where negative or zero calculation basis will be avoided.
-        Taxpayers that want to take advantage of the sponsorship tax credit can only do so if the beneficiary is registered, in the entity bodies register for which tax deduction is possible.
-        The deadline has also changed at 25th of the month after the firs quarter of which the tax is due to be paid.
-        Income from adjustments to expected loss due to financial assets is now a new revenue category that can be deducted from the tax base for micro-enterprises that operate in the banking, insurance or capital markets sectors.
-        Social expenditures for which you can deduct 5% of the total amount on salaries, now include cultural vouchers.
-        Controlled foreign companies are excluded from these rules now.

  VAT :
-        A taxable person can now adjust tax base of the payment for services or goods supple cannot be collected after client bankruptcy.
-        Lifting or the restrictions limiting the application of the 5% VAT rate for property to one per individual, and the limit of maximum 250 m2 surface per land.

  Fiscal procedure:
-        3 main risk classes for taxpayers: low risk, medium risk and high risk.
-        Elimination of the obligation of tax authorities to publish on their site the list of individuals with tax liabilities