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Ministry of Justice
National Trade Register Office

December 02, 2022

 

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

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

by 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;

by 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 choices, in order of preference, as well as for verification of the emblem availability and its reservation thereof, as appropriate - application-form.

NOTE: The name of an European Cooperative company 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 incorporation (original) - application-form;
  2. Annex 1 regarding fiscal registration - form and, where applicable, Annex 2 regarding foreign investment - application-form;
  3. Affidavit signed by the partners or administrators, attesting if applicable that:
    • the legal person shall not carry out any of the stated activities at the space of the registered or secondary office/s or outside of these, for a period of maximum 3 years (model 1 - original);
    • the legal person meets the legal requirements for operations according to the specific legislation regarding the food safety and sanitary-veterinary, environment and labor protections for the activities listed on the statement form (model 2 - original);
  4. Evidence of verification of company name availability and its reservation thereof and, where appropriate, of the emblem - details;
  5. Where applicable, consent to use the company name, pursuant to art. 39 of Law no.26/1990, as republished and subsequently amended and supplemented - details;
  6. Articles of Association of the European cooperative company (original), concluded under private signature and signed by all the founders or, where appropriate, concluded in authenticated form, if real estate is used as subscribed contribution to the share capital - details;
  7. Evidences regarding the registered/secondary office - details;
  8. Evidences of the contributions to the share capital by the cooperative members (copy certified by the part) - details;
  9. Affidavits of the founders/administrators/managers/members of the Supervisory Committee/members of the Directorate/financial auditors or of the natural persons representing the legal person appointed as administrator or financial auditor, certifying that they meet the legal conditions to hold such capacity (original) - details;
  10. Certificate issued by the financial auditors attesting the administrators made their guarantee deposit;
  11. Signature specimens of the representatives of  SCE - details;
  12. Information from the fiscal record (original) - details;
  13. Authenticated affidavits of the natural person, foreign citizen, in own name or as representative of the  foreign legal person which is not tax registered in Romania, attesting that there are no fiscal debts, in original and, if needed, translated by an authorized translator whose signature is authenticated by a notary public - details;
  14. For a founder that is a legal person – document of incorporation and mandate of the person empowered to sign the Articles of Association in the name and on behalf of the founder legal person (original)-details; 
  15. Identity documents of founders/administrators/managers/members of the Supervisory Committee/members of the Directorate/financial auditors/auditors natural persons (copies certified by the part);
  16. Evidences of meeting the specific conditions laid down in art. 11 paragraphs (2) and (3) from the Council Regulation (EC) no. 1435/2003 on the Statute of the European cooperative company SCE (original or copy certified by the part), regarding the agreement on the methods of participation and involvement of the employees in the company activity, or the evidence of negotiating without reaching an agreement - details;
  17. Documents attesting that the persons involved in setting up the SCE 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;
  18. Affidavits of the legal entities representatives 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); 
  19. 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;
  20. 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”;
  21. 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);
  • Publicity shall be carried out according with the laws regarding public limited companies of the member state where the SCE’s registered office is located;
  • The incorporation and striking off a SCE shall be published in the Official Journal of the European Union, after being published in the state where the SCE’s registered office is located. The notification shall include the company name, number, date and place of incorporation of the SCE, date, place and title of the publication, as well as the registered office and field of activity of the SCE;
  • A SCE setting up is governed by the laws from the member state where its registered office is located, as well as by the Council Regulation (EC) no. 1435/22.07.2003;
  • 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, pursuant to the provisions of GEO no. 116/2009, who may dispose the 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 or, where appropriate, grant a definite date, against payment of a fee.
  • The following services shall be granted free of charge, upon the request of the applicant:
    • preliminary guidance regarding the legal formalities for the establishment and for the modification of the articles associations of the firms;
    • guidance for the correct filling in of the application for registration and of the standardized application-forms which are specific to the activity of the trade register;
    • editing the application of registration;
    • drawing up the statement on own responsibility of the founders, the administrators, the representatives of the branches and of the financial auditors attesting their fulfilment of the conditions provided for by the law;
  • 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 words counter;
  • The forms for the applications and the statement – forms may be accessed on the webpage of the institution at 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, the documents provided for by law (original or copy certified by the part), filed and numbered, shall be submitted by the requester directly to the trade register office attached to the law court or by mail/courier, with declared-value letter and notice of receipt or by electronic means.
  • 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 proof 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 application sent in electronic form, through the online services portal or by e-mail, shall have incorporated, attached or logically associated the extended electronic signature.
  • Upon the transmission by electronic means, the application for registration/submitting and mentioning documents/striking off and the documents requested by the law, in original, shall be signed with qualified electronic signature and in case of the documents requested in copy certified by the part, the copy is certified by a qualified electronic signature.
  • 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 shall be edited by the applicant in Romanian, shall be legible, without any deletions or completions, under the sanction of their rejection.

 

 

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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