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Ministry of Justice
National Trade Register Office

April 12, 2024

 

Documents required for registration in the trade register and fiscal registration of an European cooperative company formed by merger of some cooperatives set up in compliance with the law of a member state whose registered office and central administration is situated within the European Union, if at least two of them are governed by the laws of different member states – details.

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, 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 registration (original) – application-form – details;
  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 (SCE), translated and authenticated copy – details;
  3. If the publication in excerpt is required, the information laid down in art.24 paragraph (2) of the Regulation (EC) no. 1435/2003 for publication in the Official Gazette (translated and authenticated copy) – details;
  4. Evidences 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, in original or certified copy of part, with a legalized translation, as appropriate;
  5. If applicable:
    • evidence of authorisations/endorsements issued by the competent authorities as a preliminary condition 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 (original or certified copy) – details;
    • evidence regarding the empowerment of the person appointed to fulfil the legal formalities (original) - details;
  6. Evidence of payment the legal charge - details:

Phase II - details   

  1. Application for registration (original) – application-form – details;
  2. Annex regarding the fiscal registration – application-form, instructions for filling in the “Cerere de înregistrare fiscală” (Application for fiscal registration)  and, where appropriate, Annex 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. Documents attesting 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 or copies certified by the part) - details;
  5. Evidence of publishing the draft terms of merger in the Official Gazette of Romania, Part IV (copy certified by the part). The confirmation of the publication is carried out ex officio by the trade register office attached to the law court;
  6. Articles of Association (the statute of SCE), original, signed by all the founders, concluded in authenticated form in case a building was subscribed as contribution in kind to the share capital - details;
  7. Evidence of paying up the contribution in amount of at least 25% of the cash subscribed contribution and/or evidence of the whole fulfilment of the contribution in kind at the time of subscription - details;
  8. 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 relative regulations regarding informing and consulting employees, in compliance with the provisions of art. 11 paragraph (2), or, as appropriate, paragraph (3) of the Council Regulation (EC) no.1435/2003 or the evidence that were carried out negotiations without reaching to an agreement;
  9. Certificate laid down in art. 29 paragraph (2) of the Council Regulation (EC) no.1435/2003, attesting to the completion of the pre-merger documents and formalities issued by the court, the notary public or other competent authority for each company participating in merger (necessary for examination the legality of the merger in the member state where the registered office of the SCE shall be situated) and a copy of the draft terms of merger approved by the cooperative in question. All these documents shall be submitted in 6 months from the issuance date (original and translation by an authorized translator whose signature is authenticated by a public notary);
  10. Evidence of availability and reservation of the company name - details;
  11. Evidences regarding the registered/secondary office of the SCE resulted from merger - details;
  12. Statements on own responsibility of the representatives of the legal entities involved in the setting up, attesting that they are not in a process of liquidation, insolvency (legal reorganization, bankruptcy) or other procedures with similar effect (original);
  13. Signature specimens of the representatives of SCE resulted from merger – details;
  14. Information from the fiscal record of the legal or appointed representatives 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;
  15. 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;
  16. Identity documents of founders/ administrators/ directors/ members of the supervising committee/ members of the directorate/ censors, as appropriate (copies certified by the part);
  17. 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;
  18. Certificate issued by the financial auditors attesting paying up the pledge by the administrators;
  19. If applicable:
    • evidence of authorisations/endorsements issued by the competent authorities as a preliminary condition 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 (original or certified copy) – details;
    • endorsement of the owners’ association regarding the change of destination of collective residential buildings, pursuant to Law no.196/2018 (application-formto be filled out, original) - details;
    • evidence regarding the empowerment of the person appointed to fulfil the legal formalities (original) - details;
  20. 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”;
  21. Evidence of payment of legal charge - details:
  22. Evidences of the payment of the amounts representing the expenses for carrying out the publicity in JOUE – 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).
  • SCE set up by merger shall be governed by the laws on cooperatives of the member state where SCE establishes its registered office.
  • A SCE may be set up by merger which can be performed by absorption or through the procedure of setting up of a new legal person.
  • The administrative bodies or the management of each merging cooperative shall draw up 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.
  • The examination of the legality of a merger shall be carried out for each cooperative in compliance with the law of the state where it takes place in case of merger of cooperatives.
  • The examination of the legality of a merger shall be carried out, as regards to the procedure regarding carrying out of the merger and the setting up of a SCE, by the court, the notary public or other authority of the member state where the registered office of the SCE shall be situated. For this purpose, each merging cooperative submits to the authority that carries out the examination of the legality of the merger the certificate attesting the fulfilment of the preliminary documents and formalities in six months from its issuance, as well as a copy of the draft terms of merger approved by the cooperative. The authority shall also control the fulfilment of the conditions established by the laws of the member state where the registered office of the SCE is situated, with regards to the latter’s setting up.
  • The competency of verification of the legality of the merger, under the procedure followed by the companies participating in merger – the Romanian legal persons or the European companies with the registered office in Romania – and, if appropriate, the company new-established – the Romanian legal person or the European company with the registered office in Romania – belongs to the registrar of the trade register where there are registered the companies Romanian legal persons or the European companies with the registered office in Romania, participant in merger, including the absorbing company, or, as appropriate, the new-established company (Art. 2513 of the Law no. 31/1990).
  • The incorporation of the merger – details.
  • Nullity of a merger may not be declared after the incorporation of the SCE (art. 34 of the Regulation (EC) no. 1435/2003).
  • The effects of the merger – details.
  • 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 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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