In brief
- The European Commission sets the common formats in which central registers receive information on the beneficial owners of companies, associations, foundations and trusts. Commission Implementing Regulation (EU) 2026/2354 enters into force on 11 November 2026 but applies only from 10 July 2027, the same date from which Regulation (EU) 2024/1624 on the prevention of money laundering applies.
- From 10 July 2027, the register rejects an incomplete submission. Article 5 sets out a checklist: the ten personal data items for each beneficial owner, the nature and extent of their beneficial interest, the basic data of the legal entity or legal arrangement and, for multi-tier structures, the ownership and control structure chart.
- Who is covered: any legal entity or legal arrangement that declares its beneficial owners to the central register, plus the bodies that keep these registers. Submissions made before 10 July 2027 do not have to be redone because of the formats, but Member States may require later updates to comply with them.
Published: Official Journal of the European Union, L series, 2026/2354 of 22 October 2026
In force from: 11 November 2026, the twentieth day following publication (Article 6)
Applies from: 10 July 2027, directly in all Member States (Article 6)
Who it concerns: companies, associations, foundations, trusts and similar legal arrangements, foreign entities that fall under the registration obligation in the Union, and the central beneficial ownership registers
The beneficial owner of a company is the natural person who ultimately owns or controls it, even if their name does not appear among the shareholders. The data on this person change whenever the ownership structure changes, for example on a transfer of company shares, a procedure for which the National Agency for Fiscal Administration (ANAF) and the Ministry of Justice set new notification rules in October 2026. Commission Implementing Regulation (EU) 2026/2354, published in the Official Journal of the European Union on 22 October 2026, lays down the exact form in which these data are submitted to the central registers in all Member States. It enters into force on 11 November 2026 and applies from 10 July 2027.
The regulation has six articles and three annexes. Articles 1 to 4 describe, field by field, how to fill in the data on the beneficial owner, the legal entity, the legal arrangement (an express trust or a similar arrangement) and the nominees, that is, nominee shareholders and nominee directors. Article 5 contains the checklist of minimum requirements without which the register cannot accept the submission. The annexes set the content of the structure chart, the date format and the structure of addresses.
The date of application is deliberate. Recital 16 links it to Regulation (EU) 2024/1624, which applies from 10 July 2027 and contains the actual obligation to report beneficial owners. The regulation of 16 October 2026 does not create a new reporting obligation: it states the format a submission must follow in order to be accepted.
What it changes in practice
The identity of the beneficial owner is submitted in ten standard fields (Article 1(1)): first names, surnames, place of birth, date of birth, residential address, country of residence, nationality, and the type, number and issuing country of the identity document. First names and surnames are written in full, all of those shown in the identity document. Countries are chosen from a list containing at least the ISO 3166-1 alpha-3 codes (ROU for Romania), and for nationality several countries or the “stateless” option may be selected. Dates are written in the yyyy-mm-dd form (Annex II), and the address has fixed fields: street or building, town, postcode and country are mandatory, while the number and the two additional lines are optional (Annex III).
The beneficial interest is described through closed options (Article 1(3)). Ownership is declared as direct or indirect, and the percentage is written with two decimal places. The nature of control is chosen from a list of nine options: control through ownership, through voting rights, through right of appointments, through veto rights, through distribution of profits, through formal or informal agreements, through relationships between family members, through control of the majority of voting rights by acting in concert with others, and through nominee arrangements. The date from which the person holds the interest is also declared.
The absence of a beneficial owner must be justified (Article 1(6)). The register offers at least five reasons: dispersed ownership, an entity that has no legal owners by definition, a deceased beneficial owner of the legal arrangement, a beneficial owner who is an unborn descendant, or the impossibility of determining one after exhausting all means of identification. Data on senior managing officials, where they are submitted, use the same formats as the data on beneficial owners (Article 1(7)).
The legal entity (Article 2) declares its name, legal form, registered office, principal place of business where different, country of creation and legal representatives. An entity created outside the Union also declares the reason for registration: a business relationship with an obliged entity in the Union, the purchase of real estate, the purchase, in an occasional transaction, of motor vehicles, watercraft or aircraft that reach or exceed the thresholds in Regulation (EU) 2024/1624, or the award of a public procurement contract or a concession.
Trusts and similar legal arrangements (Article 3) upload the deed of creation or, failing that, describe the type of creation, the applicable law, revocability, reserved powers and the date of creation. They declare the purpose and the value of the assets at the time of registration, chosen from seven bands, from under EUR 1,000 to over EUR 50 million.
Data already held in another register are not requested a second time. Each of Articles 1 to 4 contains a derogation: if the information is already available or reported to another register and can be displayed in line with EU rules, the central register reuses it or requests it in the format already established.
What has changed compared with the previous situation
Until now, each Member State decided on its own what the beneficial ownership declaration looks like, based on the rules of the anti-money laundering directives transposed into national law. In Romania the framework is Law no. 129/2019, and the registers have their own forms. Recital 2 of the regulation explains why the Commission stepped in: common formats should give clarity to those making submissions, ensure consistent data quality and make the registers of the Member States interoperable.
From 10 July 2027, the format requirements are the same in all Member States and apply directly, without transposition. Closed fields replace free-text descriptions wherever the act prescribes a list of options, and the structure chart becomes mandatory whenever the ownership and control structure includes several legal entities or legal arrangements (Article 5(b)(ii)).
Nothing changes immediately for existing declarations. Recital 10 states that registrations made before the date of application should not be affected by the format requirements immediately, but considers it reasonable for Member States to require that any update complies with the new regulation.
Advantages and disadvantages
What it improves
- A group with companies in several Member States fills in the same fields everywhere, and banks, notaries and accountants can compare data from different registers.
- The Article 5 checklist states in advance what a submission must contain to be accepted, so rejection no longer depends on how each official reads the rules.
- The derogation for data already held in another register spares companies from submitting the same information twice.
- The nine forms of control and the five reasons for the absence of a beneficial owner explicitly name the situations that are hard to declare, including control through family relationships and through informal agreements.
What remains a problem
- A percentage with two decimal places cannot express one-third shares exactly: three equal shareholders add up to 99.99%.
- The value bands for the assets of a trust overlap at their limits, and the act does not say at what exchange rate the equivalent in national currency, lei in Romania, is calculated.
- Data on nominee shareholders and nominee directors (Article 4) are not on the checklist, so their absence does not lead to the rejection of the submission.
- The regulation does not name the bodies that keep the registers in each state; companies will only find out what new form they get when the national register publishes it.
Practical advice
- Do not resubmit your beneficial ownership declaration now: the regulation applies from 10 July 2027, and recital 10 leaves registrations made before that date untouched.
- Prepare a chart of the control structure if the company has shareholders that are legal persons: Annex I requires the names and registration numbers of every link in the chain, the nature of control and percentages with two decimal places.
- Check that the beneficial owner’s name is written in the company’s records exactly as in the identity document, with all first names, because Article 1(1)(a) requires “all of the beneficial owner’s first names in full”.
- If the company has a nominee shareholder or a nominee director, keep the document recording the arrangement: Article 4 asks for its start date and whether it is a formal contract or an informal agreement.
- For a trust, gather the deed of creation and any amending deeds for upload, and establish the value of the assets on the registration date so that you can choose the right band.
- A company from outside the Union that buys real estate in Romania or wins a public procurement contract here must declare its beneficial owners and the reason for registration, chosen from the list in Article 2(1)(g).
Frequently asked questions
Do I have to file a new beneficial ownership declaration from 11 November 2026?
What happens if the submission does not contain all the mandatory data?
What is the structure chart required by the regulation?
What do I declare if the company has no identifiable beneficial owner?
Does the regulation also apply to associations and foundations?
Do I have to declare again the data I have already sent to the Trade Register?
Errors and inconsistencies in the published text
- Article 1(2) compared with Article 5, point (a)(i). Article 1(2) allows the fact that the beneficial owner is deceased to “be indicated instead of the data specified in paragraph 1, points (c) to (j)”, that is, instead of the place and date of birth, the address, the country of residence, the nationality and the identity document data. The Article 5 checklist, which determines when the register “may accept” a submission, nevertheless requires for every beneficial owner the personal data in “Article 1(1), points (a) to (j)”, without reserving the derogation. A register that applies Article 5 to the letter must reject a submission completed exactly as Article 1(2) allows, while one that applies the derogation accepts it. The ambiguity is reinforced by Article 1(6)(a)(iii), which treats the same fact, the death of the beneficial owner of a legal arrangement, as a reason for the absence of a beneficial owner, and therefore as a different route of declaration. Article 5(a)(i) should refer to Article 1(1) “or, where applicable, paragraph 2”.
Editorial analysis
The regulation solves a real problem: a central register that receives the same information in twenty-seven different forms cannot be compared with the others, and a Romanian bank checking a company with a Cypriot shareholder and a nominee director from outside the Union could until now receive, from the two registers, data structured according to different logics. The closed lists for the nature of control, the roles of beneficial owners and the reasons for the absence of a beneficial owner reduce the room for vague declarations. The derogation repeated in each article, which obliges the register to reuse existing data, is well designed and responds directly to recital 9 on administrative burden.
The timetable is tight for those who have to build the forms. Between entry into force on 11 November 2026 and application on 10 July 2027 there are 241 days, in which every national register has to rebuild its form and its automated checks. The Commission took 275 days from the opinion of the European Data Protection Supervisor, issued on 14 January 2026, to the adoption of the regulation on 16 October 2026. The registers therefore get less time for implementation than the Commission needed to finalise a text on which the opinion had already been given.
Several format details produce results the act does not anticipate. The two-decimal percentage (Article 1(3)(d)) means that three equal shareholders declare 33.33% each, or 99.99% together; a register that checks whether holdings add up to 100% rejects them, while one that rounds differently accepts 33.34% for one of them. The value bands for the assets of a trust (Article 3(1)(e)) share their limits: a trust worth exactly EUR 10,000, 100,000, 1,000,000 or 10,000,000 falls into two bands at once, and the “equivalent in national currency” has no reference exchange rate or date.
The checklist covers less than the formats. Article 5 refers only to Articles 1, 2 and 3, so the data on nominee shareholders and nominee directors in Article 4 do not condition the acceptance of the submission, although recital 8 and Annex I treat nominees as an essential element of complex structures. Likewise, for legal arrangements the list includes points (a) to (h) and (k) of Article 3(1) but leaves out point (l), on the objects of a power and default takers of discretionary trusts. Within point (l), point (iv) refers for the names of default takers to “paragraph 1, points (a) and (b)” of Article 3, that is, to the name and identifier of the legal arrangement, whereas point (i), for objects of a power, correctly refers to “Article 1, paragraph 1, points (a) and (b)”; the Romanian version contains the same wording. The intention can be inferred from point (i), so the error does not change the outcome, but it should be corrected.
What should be changed
- Article 5(a)(i) should also refer to Article 1(2). Declarations concerning deceased beneficial owners would be accepted in the same way in all states, and registers would no longer have to choose between rejection and acceptance.
- Article 4 should be added to the checklist, at least where a nominee arrangement exists. A structure with a nominee shareholder could no longer be registered without the identity of the nominator, which is precisely the information the register exists to disclose.
- A tolerance rule for the sum of percentages. An explicitly permitted deviation of 0.01 percentage points per shareholder would prevent the rejection of declarations with shares of one third, one sixth or one seventh.
- Value bands closed at one end only, with the reference exchange rate specified. Wording such as “from EUR 10,000 inclusive to EUR 100,000 exclusive”, together with the European Central Bank rate on the date of registration, would place any value in a single band.
- Correction of the reference in Article 3(1)(l)(iv) to “Article 1, paragraph 1, points (a) and (b)”, as in point (i), through a corrigendum published in the Official Journal of the European Union.
- Publication by the Romanian registers of the forms and technical specifications at least three months before 10 July 2027. Companies, notaries and accountants could prepare their structure charts and data in the new format, and the first update after the date of application would not be rejected because of an unfamiliar field.
Original text of the legal act
The text below is reproduced in Romanian, the official form of publication.
The full text, as published in the Official Gazette of Romania
Official Journal of the European Union, L series, 2026/2354 of 22 October 2026; ELI: http://data.europa.eu/eli/reg_impl/2026/2354/oj 12 pages PDF, 562 KB
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This article is for informational purposes only and does not constitute legal advice. For specific situations, consult a licensed attorney or tax advisor.