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Ministry of Justice
National Trade Register Office

April 20, 2024

 

  • Articles of Association of the Economic Interest Group and the European Economic Interest Group shall have authenticated form.
  • Articles of Association shall contain the clauses laid down in art.122 of Law no.161/2003, Book I, Title V, Chapter I, Section II, as well as the clauses stipulated in the Council Regulation (EEC) no. 2137/85 regarding the European Economic Interest Group (EEIG). If the activity is of commercial nature, all the activities written in the Articles of Association shall be codified in compliance with the NACE Code updated by the Order no. 337/2007 of the President of the National Institute of Statistics, and the object of activity shall be expressed as four-digit NACE classes for activities. If the activity is of non-commercial nature, the Articles of Association shall contain its purpose and objectives.
  • If the purpose/objectives written in the Articles of Association are of non-commercial nature, in the certificate of incorporation shall be written the main activity – NACE code 7320 – activities of market research and public opinion polling with the specification of the non-commercial nature of the activity and the text regarding the object of activity written in the Articles of Association of the Economic Interest Group/ European Economic Interest Group, limited to a number of 200 digits.

In compliance with art. 56 of Law no. 129/2019 for preventing and combating money laundering and terrorist financing, as well as for amending and supplementing certain normative acts, as subsequently amended and supplemented:

The obligation of submitting the declaration on own responsibility on the beneficial owner/s is also fulfilled by including, upon incorporation, in the Articles of Association, of the identification data of the beneficial owners and of the ways of exercising the control over the legal person. The subsequent change of identification data of the beneficial owners does not set the obligation of drawing up a modifying document of the Articles of Association; their declaration is fulfilled under the conditions of paragraph (1).″

NOTE:

  • in case, upon incorporation, in the Articles of Association, are also included the identification data of the beneficial owner/s and the way of exercising the control, it is no longer required the submission of the declaration on own responsibility of the beneficial owner/s.
  • if, after incorporation, the legal person requires only the change of the identification data of the beneficial owners and of the way of exercising the control, it shall not submit a modifying document of the Articles of Association, but it shall fill in the application for submitting the declaration on the beneficial owners, to which shall be attached the declaration on own responsibility on the beneficial owner/s.
  • In case the legal person requires the registration in the trade register of the change of the Articles of Association, which implies, besides other changes, also the change of the identification data of the beneficial owner/s (ex. transmitting the equity shares and the parts of share capital, changing the members of the management and control bodies etc.), the modifying document of the Articles of Association shall also include the identification data of the beneficial owners and the way of exercising the control and shall be also annexed to it the updated Articles of Association, and in this case the declaration on own responsibility on the beneficial owner/s shall no longer be submitted.
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