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Ministry of Justice
National Trade Register Office

April 26, 2024

  

Documents required for registration of the amendments regarding striking off as a result of acknowledgment the dissolution of general partnerships, limited partnerships, private limited companies with more partners, public limited companies and partnerships limited by shares (art. 227 paragraph (1) pt. a) of Law no. 31/1990, republished)

Information note on the processing of personal data

Phase I

  1. Application for registration (original) - application form;
  2. Court decision of acknowledgement the dissolution at law (original);
  3. General Assembly decision/ application for a liquidator appointment - details;
  4. Signature specimens of liquidators (original) - details;
  5. Authorisation released by UNPIR (National Union of Insolvency Practitioners in Romania) and, if applicable, the liquidator’s identity document (copy);
  6. As appropriate:
    • identification data for the liquidator legal person (copy) - details;
    • (special) power of attorney (in authenticated form) or delegation for the persons appointed to fulfill the legal formalities (original).

Phase II - details

  1. Application for submission of documents and registration of amendments (original) - applicationa form for submitting the financial statement of liquidation and assets allotment approved by partners/shareholders and certified by the authorized persons, in compliance with the law (copy - details), marked at point 5.12;
  2. Evidences of payment of legal charges - details:

Phase III

  1. Application for striking off (original) - applicationa form;
  2. Document for liquidator appointing - details;
  3. Financial statement of liquidation and draft terms of assets allotment signed by the partners/ shareholders, certified by the authorized persons, in compliance with the law (copy - details) as well as the evidence of its publishing on the National Trade Register Office (ONRC) webpage or in the Official Gazette of Romania with minimum 15 days, respectively 30 days for public limited companies and partnerships limited by shares, before submitting the application. Confirmation of the publication shall be done by the trade register office attached to the law court;
  4. Liquidators’ report (original);
  5. Registration certificate and certificate of status of authorization (originals);
  6. As appropriate:
    • report on administrators management and financial auditors/auditors report, if one or more administrators of partnership limited by shares and public limited company were appointed liquidators (original); 
    • public limited companies and partnerships limited by shares registers;
    • prior endorsements provided for by special laws (original);
    • (special) power of attorney (in authenticated form) or delegation for the persons appointed to fulfill the legal formalities (original).

Note

  • Settlement of the application lies with the director of the trade register office attached to the law court and/or the appointed person or persons who may dispose submission of proving documents other than the ones already specified.
  • Assistance departments of the trade register offices attached to law courts may draw up documents, grant a definite date or provide for guidance for properly filling out the application for registration, against payment of a fee.
  • The manuscript page of the documents submitted for publication in the Official Gazette of Romania represents 2000 signs, including the spaces. The documents submitted for publication in the Official Gazette of Romania shall have a legible content, 1.5 line spacing and font Times New Roman 12, without any deletions or additions that are not typed, which make incomprehensible their text. Model
  • Forms are available at the trade register offices.
  • The application for registration, the documents provided for by law, filed and numbered, shall be submitted by the applicant directly at the trade register office attached to the law court, by post, with declared-value letter and notice of receipt or by electronic means. The application sent in electronic form, through the online services portal or through the electronic mail, shall have the qualified electronic signature incorporated, attached or logically associated. If the documents are sent by post, the applicant's identity document shall be attached, as a handwritten photocopy  certified by the owner regarding the conformity with the original.

 

 

This leaflet is intended to serve as a general guide to professionals regarding their obligations and the legal formalities that need to be fulfilled in order to register in the trade register. 

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