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Ministry of Justice
National Trade Register Office

January 27, 2023

The Statute of SCE (European cooperative company) consists, at least, of the following:

  • the firm preceded or followed by the “SCE” logo and, as appropriate, by “cu răspundere limitată”;
  • the indication of the object of activity;
  • the names of the founding natural persons and of the firm of founding the legal persons, with the specification of the object of activity and of the registered office of the legal persons;
  • the address of the registered office of the SCE;
  • the conditions and the procedures applicable in case of members’ admission, exclusion and withdrawal;
  • the rights and the obligations of the members, respectively of the categories of members;
  • the nominal value of the subscribed parts of share capital, the quantum of the subscribed capital and the indication of the capital’s variability;
  • the specific regulations for the allotment of the surplus, the legal reserve;
  • the attributions and the competencies of the members of each management body;
  • the conditions for the appointment and the revocation of the members of the management bodies;
  • requirements on meeting the majority and the quorum;
  • company’s life, in case it is limited.

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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