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The concept of beneficial owner (hereinafter – BO) is defined in Article 52 of Law No. 308/2017 on the prevention and combating of money laundering and terrorist financing, as follows:
“The beneficial owner is any natural person who ultimately owns or controls the customer and/or the natural person on whose behalf or in whose interest an activity or transaction is carried out, directly or indirectly.
The concept of beneficial owner includes at least:
1) in the case of legal entities with a profit-making (commercial) purpose:
a) the natural person/natural persons who ultimately own or control a legal entity, other than a company listed on a regulated market which is subject to information disclosure requirements in accordance with equivalent international standards ensuring appropriate transparency of information concerning the exercise of ownership rights, through the direct or indirect exercise of ownership rights over a shareholding or voting rights or through participation in the share capital of the respective legal entity, or through the exercise of control by other means.
Ownership by a natural person of 25% plus one share or participation of more than 25% in the share capital of a legal entity is a criterion for the direct exercise of ownership rights.
Ownership of 25% plus one share by another legal entity controlled by a natural person or by several legal entities controlled by the same natural person, or participation of such legal entity/entities in the share capital of a legal entity exceeding 25%, is a criterion for the indirect exercise of ownership rights;
b) the natural person holding the position of administrator of the customer, where, after exhausting all possible means and provided that there are no grounds for suspicion, no person is identified as a beneficial owner;
2) in the case of trusts or similar legal arrangements, all natural persons, as follows:
a) the settlor/settlers, as well as the persons appointed to represent their interests in accordance with the law;
b) the trustee/trustees;
c) the protector/protectors (if any);
d) the beneficiary/beneficiaries of the trusts or similar legal arrangements or, where their identity has not yet been identified, the category of persons in whose principal interest the trust or similar legal arrangement is established or operates;
e) any other natural person who ultimately exercises control over the trust or similar legal arrangement through the direct or indirect exercise of ownership rights or by other means;
3) in the case of non-commercial organizations, the natural person/natural persons who ultimately exercise control over the non-commercial organization;
4) in the case of legal entities other than those provided for in points 1)–3), and entities that administer and distribute funds:
a) the natural person who is the beneficiary of at least 25% of the assets, respectively shares or stocks of a legal entity or an entity without legal personality, where the future beneficiaries have already been identified;
b) the group of persons in whose principal interest a legal entity or an entity without legal personality is established or operates, where the natural persons benefiting from the legal entity or entity have not been identified;
c) the person or persons who exercise control over at least 25% of the assets of a legal entity or an entity without legal personality, including through the power to appoint or remove the majority of the members of the administrative, management or supervisory bodies of the respective entity.”
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In accordance with the provisions of Article 52 of Law No. 308/2017 on preventing and combating money laundering and terrorist financing and the Guide on the identification of the beneficial owner, approved by Order No. 34 of 28.11.2023 of the Service for the Prevention and Combating of Money Laundering, as subsequently amended. The Guide on the identification of the beneficial owner can be accessed at the following link: Guide on the identification of the beneficial owner
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I. Legal entities, including non-commercial organizations, registered in the State Register of Legal Entities.
II. Individual entrepreneurs and peasant (farmer) households registered in the State Register of Individual Entrepreneurs and the State Register of Peasant (Farmer) Households.
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In accordance with Article 14 para. (1) of Law No. 308/2017 on the prevention and combating of money laundering and terrorist financing, the following are EXEMPT from the registration and updating of beneficial ownership data:
a) public institutions/authorities;
b) state-owned and municipal enterprises;
c) commercial companies with wholly or majority state-owned capital.
The exemptions were introduced by Law No. 268/2024, which entered into force on 29 November 2024.
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The deadline for submitting and/or updating information on the beneficial owner/beneficial owners was extended until 31 December 2025 (Article VIII para. (5) of Law No. 66/2023 was amended by Law No. 311/2024).
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In accordance with Article 14(2) of Law No. 308/2017 on preventing and combating money laundering and terrorist financing, legal entities and individual entrepreneurs are required to obtain and hold adequate, accurate and up-to-date information on their beneficial owner, including details of the beneficial interests held by that person, and to submit information on the beneficial owner to the state registration authority within 30 days from the date of the change in their data.
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I. If the beneficial owner/beneficial owners of legal entities, including non-commercial organizations, individual entrepreneurs and farmer households, has/have changed (as a result of changes in the members, including changes in the ownership structure of a legal entity established through a chain of ownership; as a result of the amendment of the definition of beneficial owner by Law No. 66/2023; as a result of entering into an agreement between members; as a result of entering into a usufruct agreement, etc.).
II. If there have been changes to the data entered in the State Register regarding the beneficial owners of legal entities, including non-commercial organizations, individual entrepreneurs and farmer households, the respective entities are obliged to update the information on the beneficial owner.
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I. The following data on the beneficial owner are entered in the State Register of Legal Units: first name, last name, date of birth, state identification number, domicile of the beneficial owner/beneficial owners, country of residence, citizenship, details regarding the beneficial interests held, as provided for by Law No. 308/2017 on preventing and combating money laundering and terrorist financing (Article 33 para. (1) point i3 of Law No. 220/2007 on state registration of legal entities and individual entrepreneurs).
II. The following data on the beneficial owner are entered in the State Register of Individual Entrepreneurs: first name, last name, date of birth, state identification number, domicile, country of residence, citizenship of the beneficial owner/beneficial owners, as defined by Law No. 308/2017 on preventing and combating money laundering and terrorist financing (Article 33 para. (2) point c1 of Law No. 220/2007).
III. The following data on the beneficial owner are entered in the State Register of Farmer Households: first name, last name, date of birth, state identification number, domicile, country of residence, citizenship of the beneficial owner/beneficial owners, as defined by Law No. 308/2017 on preventing and combating money laundering and terrorist financing (Article 14 para. (2) point d1 of Law No. 1353/2000 on farmer households).
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In accordance with the provisions of Article 14 para. (1) of Law No. 308/2017 on preventing and combating money laundering and terrorist financing, the state registration authority verifies, registers, maintains records of and updates data on the beneficial owners of legal entities, including non-commercial organizations and individual entrepreneurs.
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Is it necessary to update the BO data of legal entities that submitted information on the beneficial owner before 01.07.2023 and for which no changes in the BO data have occurred to date?
Example No. 1: The LLC was established in 2021 by 4 founders, each holding 25%, and information on the beneficial owner was submitted at the time of registration.
Example No. 2: The LLC was established in 2021 by 2 founders – natural persons, each holding 50%, and information on the beneficial owner was submitted at the time of registration.
According to Example No. 1 – YES, because, following the amendments to Law No. 308/2017 introduced by Law No. 66/2023 on amending certain normative acts, the concept of beneficial owner was amended (Article 52 of Law No. 308/2017).
Pursuant to Article VIII para. (5) of Law No. 66/2023, within 30 months from the date of entry into force of the respective law (the deadline was extended until 31.12.2025), legal entities, individual entrepreneurs and non-commercial organizations registered in the Republic of Moldova are required to submit and/or update information on the beneficial owner/beneficial owners to the Public Services Agency.
Accordingly, under the criteria defined by Article 52 para. (2) point 1) letter a) of Law No. 308/2017, a natural person holding 25% of the share capital of an LLC is not identified as a beneficial owner, provided that they do not exercise other means of control over the legal entity.
According to Example No. 2 – NO