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Ministry of Justice
National Trade Register Office

May 27, 2024

 

Documents required for registration in the trade register and fiscal registration of an European cooperative company (details) set up by:

at least five natural persons resident in at least two member states;

at least five natural persons and companies, as well as by other legal entities governed by public or private law, set up under the law of a member state, resident in or governed by the law of at least two different member states;

companies and other legal entities governed by public or private law set up, resident or governed by the law of at least two different member states.  

Information note on the processing of personal data

Preliminary operations

  1. Application for verification of company name availability and its reservation thereof (original) – application-form, completed with three designations, in order of preferences - details.

NOTE: The firm of an European cooperative company shall consist of an own name, shall be preceded or followed by the “societate cooperativă europeană” designation or by the initials “S.C.E.”. When the members of the European cooperative company have limited liability, the “cu răspundere limitată” designation also needs to be used.

Registration

  1. Application for registration (original) – application-form – details;
  2. Annex 1 regarding fiscal registration – application-form, instructions for filling in the “Cerere de înregistrare fiscală” (Application for fiscal registration)  and, where appropriate, Annex 2 regarding the 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 availability and reservation of the company name - details;
  5. Articles of Association of the European cooperative company (SCE), original, concluded under private signature and signed by all the founders or, as appropriate, concluded in authenticated form in case a building was subscribed as contribution in kind to the share capital - details;
  6. Evidences regarding the registered/secondary office - details;
  7. Evidences that the cooperative members paid up the subscribed and/or fulfilled contributions to the share capital (copy certified by the part) - details;
  8. Certificate issued by the financial auditors attesting paying up the pledge by the administrators;
  9. Information from the fiscal record of the natural persons who have the obligation of presenting the certificate of fiscal record (obtained by the trade register office attached to the law court, ex officio, from NAFA - National Agency for Fiscal Administration), in original - details;
  10. As appropriate, authenticated statement of 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 the original and, as appropriate, translated by an authorized translator whose signature is authenticated by a notary public - details;
  11. For founder legal person – documents of incorporation and mandate of the person authorized to sign the Articles of Association in the name and on behalf of the founder legal person (original) - details;
  12. Identity documents of founders/ administrators/ directors/ members of the supervising committee/ members of the directorate/ censors/ auditors natural persons – as appropriate (copies certified by the part);
  13. Evidences on the fulfilment of the specific conditions provided for by art. 11 para. (2) or (3) of the Council Regulation (EC) No. 1435/2003 on the Statute for a European Cooperative Society (SCE), in original or in copy certified by the part, respectively the agreement on the modalities of participation and involvement of the employees in the company activity, or the evidence of negotiating without reaching an agreement - details;
  14. Documents attesting that the persons involved in setting up are nationals from at least two member states or that they are governed by the laws of at least two member states (original or copy certified by the part), translated by an authorized translator whose signature is authenticated by a public notary, as appropriate;
  15. Statement forms on own responsibility of the representatives of the legal entities involved in the formation, certifying that these legal entities are not involved in a liquidation, insolvency (legal reorganization, bankruptcy) or other procedures with similar effect (original); 
  16. If applicable:
    • 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, the evidences regarding the fulfilment of the conditions provided for by special laws, according to the field of activity, the preliminary endorsements provided for by the special laws (original or certified copy) – details;
    • endorsement of the owners association for the change of destination of collective residential buildings, as set out in Law no.196/2018 (filled in on application – form – original);
    • evidence regarding the empowerment of the person appointed to fulfil the legal formalities (original) - details;
  17. Declaration on beneficial owner of a legal person - details;  application-form; indicative model of the declaration on the beneficial owner (document under private signature); Guidance for filling in the “Declaration on the beneficial owner”;
  18. Evidences of the payment of the amounts representing the expenses for carrying out the publicity in JOUE, in original, respectively the 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, 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.ro, section “Informații de interes public” (Public information), item “Formulare tip” (Application-forms), on the online services page, at https://portal.onrc.ro, item “Formulare offline RC/RBR” (Offline application-forms for the trade register/register of beneficial owners) 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.
  • Releasing documents – details.
 

This leaflet is intended 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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