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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 Company (SE)/subsidiary set up by companies and other legal entities of private and public law, established under the law of a member state, with registered office and head office within the Community, subscribing at its actions if

  • at least two of them are governed by the law of different member states
  • they have had a subsidiary company governed by the laws of another member state for at least two years
  • they have had a branch in another member state - details

Information note on the processing of personal data

Prior operations

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

RON – representing a percentage applicable to the registration fee – 50% for the liquidation fund and 10% for the bulletin fund, pursuant to Law no. 85/2014.

Registration

  1. Registration form for an European company subsidiary - form;
  2. Annex 1 regarding fiscal registration - form and, where applicable, Annex 2 regarding foreign investment - form;
  3. Affidavit signed by the partners or administrators, attesting that (if applicable):
    • 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);
  4. General Assembly decisions of each involved companies in which the setting up of this subsidiary is approved;
  5. Articles of association of the SE subsidiary - details;
  6. Proof of fulfilling the specific tasks/conditions laid down in art.12 paragraph (2) of the Council Regulation (EC) no.2157/2001 regarding:
    • agreement on the methods of participation and involvement of the employees in the company activity, or:
    • evidence regarding a decision by which it has been finalised the procedure for conclusion the agreement on the methods of involvement of the employees in the SE activity, or:
    • proof that after establishing the special negotiation committee for concluding the agreement regarding the methods of involvement of the employees in the SE activity, the negotiations have been ongoing for at least 6 months without reaching an agreement.
  7. Certificates issued by competent authorities where the registered office of the legal entities involved is located, with the registered and head office in the EU,attesting that at least two of  them:
    • are governed by the laws of different member states 
    • they have had a subsidiary company governed by the laws of another member state for at least two years, or have had a branch situated in another member state;
  8. Proof of payment for the contribution and/or evidence of ownership titles for the in-kind contribution, as well as the evaluation of the in-kind contribution or the audit report - details;
  9. Clearance forms of the operations concluded by founders for the SE approved by the Statutory Meeting, if not provided by the Articles of Association;
  10. Evidence of explicit acceptance of the mandate of the administrator/member of the directorate or of the appointment as financial auditor/auditor;
  11. As appropriate, evidence of verification of company name availability and reservation thereof and/or emblem;
  12. Document  attesting to the right of use of the space designated as registered office. After the registration in the trade register, the Trade Register Office shall transmit  the document to the fiscal body within the National Agency of Fiscal Administration where the building with destination of registered office is located - details;
  13. 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 requirements to hold such capacity - details;
  14. Signature specimens of the representatives of SE subsidiary - details;
  15. 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, 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;
  16. Identity documents of founders, administrators, managers, members of the Supervisory Committee, members of the Directorate, financial auditors, as appropriate (copy);
  17. For a founder that is a legal person – document of incorporation (copy), decision of the statutory body regarding participation in the legal person formation and mandate of the person empowered to sign the Articles of Association in the name and on behalf of the founder legal person (original); 
  18. Creditworthiness Certificate for non-resident legal person(s) participating in the formation of an SE subsidiary;
  19. If applicable:
    • endorsement for the owners/tenants association regarding the change of destination of collective residential buildings, pursuant to Law no.196/2018 (form to be filled out, original).
      • If the company does not carry out any activity at the registered office or at the secondary offices, the declared activities for a period of maximum 3 years, the statement-form on own responsibility provided for by art. 15 paragraph (1) letter a) of the Law no. 359/2004 regarding the simplification of registration formalities in the trade register of natural persons, family associations and legal persons, their tax registration, as well as the authorization of legal persons in order to operate, as subsequently amended and supplemented, signed by the partners or by the administrators, includes the statement provided for by art. 17 paragraph (6) of the Law on companies no. 31/1990, so is no longer necessary any other statement;
      • If the company carries out activity outside the registered office and the secondary offices the statement-form on own responsibility provided for by art. 15 paragraph (1) letter b) of the Law no. 359/2004 regarding the simplification of registration formalities in the trade register of natural persons, family associations and legal persons, their tax registration, as well as the authorization of legal persons in order to operate, as subsequently amended and supplemented, signed by the partners or by the administrators, includes the statement provided for by art. 17 paragraph (6) of the Law on companies no. 31/1990, so is no longer necessary any other statement.
    • (special) power of attorney (in authenticated form) or delegation for the persons appointed to fulfill the legal formalities (original);
  20. Declaration on beneficial owner of a legal person - detailsform;
  21. Proof of legal fee(s) payment - details:

Note:

  • The SE acquires legal personality starting with the date of incorporation in the register specified by the law of the member state where its registered office is located.
  • The registered office of a SE is located within the EU, in the same member state where its head office is.
  • A member state may impose to a SE registered within its territory to have both the head as well as the registered offices in the same place.
  • A SE is governed by:  
    • the provisions of the Council Regulation (EC) no. 2157/2001 regarding the Statute of the European company (SE);
    • the provisions of the Statute of the SE, if the Regulation allows it explicitly
      or
    • in the absence of some provisions or partial provisions in the Regulation, by:
      (i) the legal provisions adopted by the member states for the implementation of Community measures regarding SE;
      (ii) the legal provisions of the member states applicable to a public limited-liability company set up in compliance with the law of the member state where the registered office of the SE is situated;
      (iii) the provisions of the Statute of the company, in the same conditions as for a public limited-liability company set up in compliance with the law of the member state where the registered office of the SE is situated;
    • the legal provisions adopted by the member states especially for a SE;
    • these provisions that apply entirely for a SE, if the nature of the activities carried out by a SE is governed by the specific provisions of the internal law.
  • An amendment regarding the incorporation and striking off for a SE shall be published in the Official Journal of the European Union within one month from the publication performed in compliance with the law of the member state where its registered office is located; the announcement shall include the company name, the number, the date and place of the incorporation of the SE, the date, place and title of the publication, as well as the registered office and field of activity of the SE.
  • The details mentioned above need to be transmitted to the Official Publications Office of the European Union within one month from the publication made in the member state.
  • 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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