Site under construction!

Ministry of Justice
National Trade Register Office

June 04, 2023

 

Documents required for registration in the trade register, fiscal registration and authorization of operation of Economic Interest Group (EIG) and European Economic Interest Group (EEIG)

Information note on the processing of personal data

Preliminary operations

  1. Application for verification of company name availability and/or its reservation thereof (original) - application form, completed with three designations, in order of preferences - details;
  • The firm of an economic interest group shall consist of an own name, that shall be preceded or followed by the phrase “grup de interes economic” or by the initials “G.I.E.”.
  • The firm of an European economic interest group shall consist of an own name, that shall be preceded or followed by the phrase “grup european de interes economic” or by the initials “G.E.I.E.”.

Registration

  1. Application for incorporation (original) - application form - details;
  2. Annex 1 regarding fiscal registration - application form and, where appropriate, Annex 2 regarding foreign investment - application form;
  3. Statement form on own responsibility on the fulfilment of the conditions of functioning/carrying out the activity for the registered office and/or the secondary offices or, as appropriate to third parties - application-form - details;  
  4. Evidence of verification of company name availability and its reservation thereof  - details;
  5. Articles of Association in authenticated form (original) - details;
  6. Evidence regarding the stated main/secondary office; for EEIG, the stated office/official address (copy) - details;
  7. Where appropriate, the evidence of the contributions according to the conditions of the Articles of Association (copy certified by the part) - details;
  8. Where appropriate, the documents of ownership for contributions in kind, subscribed and fulfilled upon incorporation; encumbrance certificate, in case there is real estate among such contributions, attesting to the charges encumbered thereupon - details;
  9. Where appropriate, clearance forms of the operations concluded for EIG and approved by its members (copies certified by the part);
  10. Statement on own responsibility of the founders, administrators and censors attesting to their satisfying the conditions provided for by the Law no. 161/2003 on some measures for ensuring the transparency in exercising public dignities, public functions and in business environment, preventing and sanctioning corruption (Title V) - details;
  11. Certificate issued by the persons who fulfil the attribution of censor attesting paying up the pledge by the administrators (original or certified copy) - details;
  12. Evidence attesting that at least one of the members of the EEIG is from another EU member state;
  13. As appropriate, authenticated statement on own responsibility of the natural person, foreign citizen, in own name or as representative of the  foreign legal person which is not tax registered in Romania, in original and, as appropriate, translated by an authorized translator whose signature is authenticated by a notary public - details;
  14. Identity documents of founders, administrators, managers, members of the supervisory committee, members of the Directorate, financial auditors and auditors – natural persons (copy certified by the part);
  15. Signature specimens of the EIG/EEIG representatives (original) - details;
  16. Information from the fiscal record of the natural persons who have the obligation of presenting the fiscal record certificate (obtained by the trade register office attached to the law court, ex officio, from NAFA - National Agency for Fiscal Administration), (original) – details;
  17. As appropriate:
    • documents of registration of founders, administrators, financial auditors legal persons – details
    • mandate of the person authorized to sign the Articles of Association in the name and on behalf of the founder, legal person (certified copy); 
    • documents attesting the operations completed on the group's account and approved by the members (copy certified by the part) - details;
    • endorsement of the owners association regarding the change of destination of collective residential buildings, pursuant to Law no.196/2018 (application-form to be filled out, original) - details;
    • evidence of authorisations/endorsements issued by the competent authorities as a condition preliminary to the incorporation in the trade register when the release of such authorisations/endorsements is provided for by the law, respectively the evidences regarding the fulfilment of the conditions provided for by special laws, according to the field of activity (original or certified copy) – details;
    • evidence regarding the empowerment of the person appointed to fulfil the legal formalities - details.
  18. Declaration on beneficial owner of a legal person - detailsapplication-form; indicative model of the declaration on the beneficial owner (document under private signature); Guidance for filling in the “Declaration on the beneficial owner”;
  19. Evidence of payment of the legal charge - details:

Note:

  • The information from the fiscal record of the natural persons who have the obligation of presenting the fiscal record certificate are obtained by the trade register office attached to the law court, ex officio, from NAFA (National Agency for Fiscal Administration).
  • The application for registration in the trade register is settled by the registrar, based on documents, within one working day from the registration of the application, who may order the administration of other supporting documents than those listed (procedure before the registrar).
  • The conclusion of the registrar regarding the settlement of the application for registration in the trade register is published in the Electronic Bulletin of the Trade Register (BERC) and can be viewed, free of charge, by accessing the online service portal of NTRO.
  • The extract of the registrar's conclusion regarding the incorporation of a legal person is published in the Official Gazette of Romania, Part IV.
  • The applicant can file a complaint against the registrar's conclusion - details;
  • Through the assistance departments within the trade register offices attached to the law courts, assistance services are provided upon request- details;
  • 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 - details;
  • The forms for the applications and the statement – forms may be accessed on the webpage of the institution at www.onrc.ro, section “Informații de interes public” (Public information), item “Formulare tip” (Application-forms), on the online services page, at https://portal.onrc.ro and they shall be distributed free of charge to each trade register office attached to the law court;
  • The application for registration (signed holographically or with qualified electronic signature) together with the documents required for the registration shall be submitted to the desk-office or it may be sent by services of mail or courier or by electronic means to the trade register office in whose area their registered office is situated by the persons mentioned by art. 79 - 81 of the Law no. 265/2022, personally or by mandator. 
  • When transmitting by electronic means, the documents required for registration are submitted, according to the law, in electronic format, signed with a qualified electronic signature or, as the case may be, in a copy certified by the part with a qualified electronic signature (art. 84 of Law no. 265/2022).
  • The application for registration, as well as the documents in its support, are submitted to any of the trade register offices (art. 85 of Law no. 265/2022).
  • The applicants of the registration and, as the case may be, their legal representatives/mandators are responsible, pursuant to the law, for the legality, authenticity, accuracy of the data contained in the applications for registration and in the supporting documents submitted by them (art. 86 of Law no. 265/2022).
  • The application for registration in the trade register is submitted, unless the law provides otherwise, within 15 days from the date of conclusion of the articles of association or of the amending document, in the case of legal persons.
  • The application for registration needs to be accompanied by all the data and documents proving the fulfilment of the conditions for registration and, where appropriate, by the evidence of payment of the charge according to the request, specified by the calculation note drawn up by the trade register office attached to the law court.
  • The lack of a mandatory element of the application for registration or one of the mandatory documents in support of them attracts the rejection of the application for registration (Art. 77 of Law no. 265/2022).
  • The application sent in electronic form, through the online services portal or by e-mail, shall be signed with qualified electronic signature - details.
  • In case the documents are sent by mail, the identity document of the requester shall be attached, in a photocopy holograph certified by the bearer regarding the compliance with the original.
  • The documents whose registration, mentioning or publication is requested to the trade register office attached to the law court shall be edited by the applicant in Romanian, shall be legible, without any deletions or completions, under the sanction of their rejection - details.
 

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.

Site under construction!