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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), with registered office and head office within the Community, formed by merger of some cooperatives set up in compliance with the law of a member state, if at least two of them are governed by the laws of different member states

Information note on the processing of personal data

Prior operations

  1. Application for verification of company name availability and/or reservation thereof (original) - form, completed with three choices, in order of preferences, as well as the application for verification of the logo/emblem availability and/or its reservation thereof - form.

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.

Phase I

  1. Application for submission of documents and registration of amendments drafted by the cooperative company/companies participating in merger - form;
  2. The draft terms of the merger signed by the representatives of each merging cooperative companies containing the information laid down in art. 22 of the Council Regulation (EC) no. 1435/22.07.2003 on the Statute of the European cooperative company, (translated and authenticated copy) - details;
  3. The information to be published in the Official Gazette as laid down in art.24 paragraph (2) of the Council Regulation (EC) no. 1435/2003 shall be submitted, if the publication in excerpt is required (translated and authenticated copy) - details;
  4. Documents attesting that the persons involved in the setting up are nationals from at least two member states or that they are governed by the law of at least two member states, translated by an authorized translator whose signature is authenticated by a public notary (original or certified copy of part);
  5. If applicable:
    • prior endorsements provided for by special laws;
    • (special) power of attorney (in authenticated form) or delegation for the persons appointed to fulfill the legal formalities (original);
  6. Proof of legal fee(s) payment - details:

Phase II*    

  1. Application for submission of documents and registration of amendments, with the box at item 5.15 checked, along with the “Application addressed to the President of the Court in the area where the applicant has the registered office, in which the registration of the merger in the trade register is requested” - form
  2. Application addressed to the President of the Court in the area where the registered office of the company resulted from merger – acquiring company (SCE) or of the company that shall be set up (SCE) is situated, in which the registration in the trade register is requested – in compliance with the annexed model - details;
  3. Registration form (original) - form;
  4. Annex 1 regarding fiscal registration - form and, where applicable, Annex 2 regarding foreign investment - form;
  5. 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 location of the registered or secondary office/s, 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 protection, environment and labor protections for the activities listed on the statement form (model 2 - original);
  6. Documents certifying that the competent body of each one of the merging cooperative companies approved the draft terms of merger and the Statute of the SCE (original);
  7. Proof of publishing the draft terms of merger in the Official Gazette, Part IV (copy) - details;
  8. Articles of Association (Statute of the SCE) - (original), signed by all the founders, concluded in authenticated form, if real estate was used as in-kind contribution to the share capital - details;
  9. Proof of submitting at least 25% of the cash subscribed contribution and/or evidence of the entire fulfillment of the in-kind contribution at the time of subscription;
  10. Agreement on the methods of involvement of the employees in SCE, or the decision of the special negotiating body by which it has been decided to apply the partial regulations regarding informing and consulting employees, in compliance with the provisions of art. 11 paragraph (2), or, if applicable, paragraph (3) of the Council Regulation (EC) no.1435/2003, or proof that the negotiation process continued without reaching to an agreement; 
  11. Certificate laid down in art. 29 paragraph (2) of the Council Regulation (EC) no.1435/2003, certifying the completion of the pre-merger documents, as well as the formalities issued by the court, the notary public, or other competent authority for each company participating in the merger (necessary for examining the legality of the merger in the member state where the registered office of the SCE shall be located), followed by a copy of the draft terms of merger approved by the cooperative in question. All these documents need to be submitted no later than 6 months from the date of issue (original and translation by an authorized translator whose signature is authenticated by a public notary);
  12. If applicable:
    • Proof of verification of company name availability and its reservation thereof, and/or for the logo/emblem;
    • consent to use the company name, pursuant to art. 39 of Law no.26/1990, as republished and subsequently amended and supplemented (original);
  13. Proof of the registered/secondary office of the SCE resulted from merger (copy) - details;
  14. 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 - details;
  15. Affidavits of the representatives of the legal entities involved in the merger, attesting that these legal entities are not in a process of liquidation, insolvency (legal reorganization, bankruptcy) or any other procedures with similar effect (original);
  16. Signature specimens of the representatives of SCE resulted from merger - details;
  17. (if applicable) Authenticated affidavit of the natural person, foreign citizen, in own name or as representative of the  foreign legal person which is not tax registered in Romania, certifying 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;
  18. Identity documents of founders, administrators, managers, members of the Supervisory Committee, members of the Directorate, financial auditors, as appropriate (copy);
  19. For a founder that is a legal person – document of incorporation (copy), decision of the statutory body regarding participation in the company formation and mandate of the person authorized to sign the Articles of Association in the name and on behalf of the founder legal person (original); 
  20. Where applicable, certificates of incorporation of cooperative companies, Romanian legal persons which cease to exist (original);
  21. If applicablel:
    • prior endorsements provided for by special laws (copy);
    • (special) power of attorney (in authenticated form) or delegation for the persons empowered to fulfill the legal formalities (original);
  22. Dacă este cazul, certificatele de înregistrare ale societăţilor cooperative, persoane juridice române care încetează a exista (original);
  23. Declaration on beneficial owner of a legal person - detailsform;
  24. Proof of legal fee(s) payment - details:

* All the documents from this second phase need to be submitted in 2 identical copies, original or certified copy, respectively, as applicable for each document, at the trade register office, which then forwards them to the competent court.

 

Note:

  • SCE set up by merger shall be governed by the laws on cooperatives of the member state where the SCE registered office is situated.
  • A SCE may be set up by merger which can be performed either by absorption or by setting up of a new legal person.
  • The administrative bodies or the management for each merging cooperative shall draft a detailed written report explaining and justifying the merger.
  • For each merging cooperative, one or more independent experts, appointed by the cooperatives in question, shall examine the draft terms of merger and draw up a written report for the members.
  • In case of merging cooperatives, the examination of the legality of a merger shall be carried out for each cooperative, in compliance with the laws of the state where it takes place.
  • The examination of the legality of a merger shall be carried out with regards to the procedure of completing the merger and the setting up of a SCE, by the court, the notary public, or another authority of the member state where the registered office of the SCE will be located. For this reason, each merging cooperative needs to submit to the competent authorities that carry out the examination of the merger’s legality, the certificate attesting the fulfillment of the prior documents and formalities no later than six months from its issuance, as well as a copy of the draft terms for the merger, approved by the cooperative. The authorities shall also verify the fulfillment of the conditions established by the laws of the member state where the registered office of the SCE is located
  • In Romania, the competent authority is the Court in the area where the registered office of the company resulted from merger – acquiring company (European company – SE) or of the company that sets up (SE).
  • The merger and simultaneous setting up of a SCE shall take effect on the date of the incorporation of the SCE. The incorporation can only take place once all the legal formalities and requirements are met.
  • A merger by absorption shall have the following consequences:
    • all assets and liabilities of each acquired cooperative shall be transferred to the acquiring legal person;
    • the members of each acquired cooperative shall become members of the acquiring legal person;
    • the acquired cooperatives will cease to exist;
    • the acquiring legal person assumes the form of a SCE.
  • A merger by establishing a new legal person shall have the following consequences:
    • all assets and liabilities of the merging cooperatives shall be transferred to the SCE;
    • the members of the merging cooperatives become members of the SCE;
    • the merging cooperatives will cease to exist.  
  • A merger may not be declared null and void after the SCE has been registered.
  • The application for registration, the documents provided for by law, filed and numbered, shall be submitted by the applicant directly at the trade register office attached to the law court, by post, with declared-value letter and notice of receipt or by electronic means. The application sent in electronic form, through the online services portal or through the electronic mail, shall have the qualified electronic signature incorporated, attached or logically associated. If the documents are sent by post, the applicant's identity document shall be attached, as a handwritten photocopy  certified by the owner regarding the conformity with the original.

 

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

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