Why a separate guide for articles of association and beneficial owner
Lexter’s blog already covers the general ONRC dossier, 500 RON share capital (Law 239/2025), registered office, CAEN, online filing, and post-incorporation steps. Yet searches for “SRL articles of association template”, “beneficial owner declaration ONRC”, “who is the beneficial owner”, “SRL director articles”, and “beneficial owner fines” remain among the highest — and deserve a dedicated guide, not just mentions in a document list.
This article covers five linked topics: (1) what the articles of association must contain in 2026, (2) who the beneficial owner is and the 25% threshold, (3) when to file a separate declaration vs include UBO data in the articles, (4) the director’s role when no shareholder holds a majority stake, (5) deadlines, ONRC forms, and penalties. We do not repeat the full dossier guide — we focus on drafting these key documents correctly.
1. SRL articles of association: what they are and the ONRC template
The articles of association (or sole shareholder deed for single-member LLCs) is the founding document of the SRL. ONRC provides a standard template — Annex no. 1 to the methodological norms — available on onrc.ro under standard forms. An English version exists for reference; official filing is in Romanian.
The document must be signed by all shareholders (or the sole shareholder) and, for online filing, signed with a qualified electronic signature. Content must match the registration application, registered office, CAEN codes, and capital — see Lexter’s dedicated guides for those topics.
- Company name, registered office, company duration (usually indefinite).
- Shareholders: identification, share quotas, subscribed capital (minimum 500 RON for new SRL in 2026).
- Business activity: primary and secondary CAEN, aligned with your business plan.
- Management: director(s), representation powers, any limitations.
- Shareholder resolutions: quorum, majorities, meeting procedures.
- Dissolution and liquidation: basic rules required by law.
- Beneficial owners (optional in articles): natural persons, control method — see section 3.
2. Beneficial owner: who qualifies, 25% threshold, applicable law
The beneficial owner is the natural person who ultimately owns or controls the legal entity. Under Law 129/2019 (anti-money laundering), for an SRL the beneficial owner is typically the natural person who directly or indirectly holds more than 25% of shares or voting rights.
If no shareholder reaches 25%, the beneficial owner may be the natural person exercising control through other means — e.g. the director, delegated executive, or board members, per the legal definition. In single-shareholder LLCs holding 100%, the beneficial owner is usually that shareholder.
Beneficial owner data enters the National Register of Beneficial Owners (RBR), administered by ONRC. Data is not fully public; access is regulated for authorities and persons with legitimate interest under the law.
3. Separate declaration or clauses in the articles of association?
At incorporation, ONRC requires beneficial owner information. Two main paths are valid if complete and accurate:
- Separate declaration — Form no. 3 (ORCT) or Form no. 3a (private signature), on onrc.ro. Filed with the incorporation dossier, signed by the legal representative.
- Inclusion in articles — if the articles explicitly state beneficial owners (name, identification data, control method: percentage held or function), a separate declaration may not be required. Verify the current ONRC template — the clause must cover all elements required by the form.
- Mandatory consistency: same persons and percentages in articles, declaration (if any), ONRC application, and shareholder/director ID documents.
4. SRL director: appointment in articles and link to beneficial owner
The articles appoint the director(s) and set representation powers — including individual vs joint representation. The appointment decision may be in the articles or a separate document, depending on structure.
A director is not automatically the beneficial owner by role alone — they become UBO when exercising control under Law 129/2019 (e.g. when no shareholder holds over 25% and effective control rests with the director). In sole shareholder-director setups, the same person usually appears in both capacities.
Director remuneration (management contract, employment contract, etc.) is set separately from the articles — see our post-incorporation guide for REGES Online if there is an employment contract. The articles define who may sign for the company at ONRC and the bank.
5. Deadlines, updates, and penalties (2026)
The beneficial owner declaration is filed at incorporation. After registration, any change to the beneficial owner or identification data must be reported within 15 days of the change — via MyPortal ONRC or channels prescribed by ONRC.
Failure to file or filing false data is an administrative offence. Fines under Law 129/2019 for reporting breaches are, in current practice, between 5,000 and 10,000 RON. If the obligation remains unfulfilled after sanctioning, ONRC may refer the case to court for company dissolution — an extreme but legally provided measure.
Companies with shareholders or tax residence in non-cooperative jurisdictions may have additional annual update obligations — check with ONRC if your structure falls in this category.
Checklist: articles of association + beneficial owner in the ONRC dossier
Complete the steps below before MyPortal upload or counter filing:
- Download the current articles template from onrc.ro (Annex no. 1) or generate a draft with Lexter.
- Complete minimum 500 RON capital, shares, shareholders, and CAEN — aligned with Lexter guides.
- Identify the beneficial owner: shareholder >25%, indirect control, or director with effective control.
- Choose: UBO clause in articles OR separate Form no. 3 / 3a — not contradictory versions of both.
- Verify consistency between articles, declaration (if any), ONRC application, and attached IDs.
- Sign electronically (online) or by hand (counter) per your filing channel.
- After incorporation: note the 15-day deadline for any future beneficial owner change.
Lexter and the articles of association
Lexter helps structure shareholder, director, registered office, CAEN, and share capital data to generate articles consistent with the rest of the dossier. It does not file the beneficial owner declaration at ONRC on your behalf and does not provide legal advice on complex structures (indirect ownership, trusts, foreign investors).
Recommended flow: enter data in Lexter → review generated articles → add UBO clause or complete Form no. 3 → sign and file via MyPortal per our online incorporation guide.
Disclaimer
Informational guide as of June 2026. ONRC forms, Law 129/2019, and RBR practice may change. Verify onrc.ro before filing. Not legal advice. For structures with foreign shareholders, holdings, or control chains, consult a specialized lawyer.
Frequently asked questions
- Can I skip the separate declaration if I put beneficial owners in the articles?
- Yes, if the articles explicitly include beneficial owner data and control method per ONRC requirements. The clause must be complete — gaps lead to completion requests or mandatory Form no. 3 filing.
- Who is the beneficial owner in a single-shareholder SRL?
- Usually the sole natural-person shareholder holding 100% of shares. If the sole shareholder is a legal entity, the beneficial owner is the natural person who owns or controls that entity, per Law 129/2019 identification rules.
- How is this different from the general ONRC dossier article?
- The ONRC dossier article lists all document categories. This guide details drafting the articles and beneficial owner reporting — high-search topics treated only briefly in the general guide.
- What fine applies if I fail to update the beneficial owner?
- The administrative offence carries a fine between 5,000 and 10,000 RON under Law 129/2019. Changes must be reported within 15 days. Repeated non-compliance can lead to severe measures, including court referral for dissolution.
- Must the articles be notarized?
- Usually no — a standard SRL is incorporated with privately signed articles (or qualified e-signature online). A notary helps with complex structures or when parties prefer authentication, but it is not the usual requirement for a simple SRL.
- Does Lexter generate the beneficial owner declaration?
- Lexter focuses on articles of association and incorporation data. Complete Form no. 3 separately on ONRC or include the UBO clause in the articles — per your choice, verified against the official template.