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Ministry of Justice
National Trade Register Office

May 27, 2024

 

 

Documents required for registration in the trade register and fiscal registration of a SE/subsidiary set up by companies and other legal entities of public or private law, established under the law of a member state, with registered office and head office within the European Union, subscribing at its actions if at least two of them are governed by the law of different member states or they have had a subsidiary company governed by the law of another member state for at least two years or they have had a branch in another member state - details

Information note on the processing of personal data

Preliminary operations

  1. Application for verification of company name availability and/or its reservation thereof (original) - application - form, completed with three designations, in order of preferences - details;

NOTE: The firm on an European company consists of an own designation preceded or followed or followed by the “SE” abbreviation, in compliance with the Regulation (EC) no. 2157/2001 from 8 October 2001 on the statute of the European company (SE).

This abbreviation can be used only by a SE with the exception of other legal entities incorporated in a member state prior to the date of entry into force of the Regulation, which are not required to change their designation.

Registration

  1. Application for registration (original) – application-for – details;
  2. Annex regarding fiscal registration – application-form, instructions for filling in the application – form “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. General Assemblies' decisions of each involved companies by which shall be approved the participation to the establishment of the subsidiary;
  5. Articles of association of the SE subsidiary - details;
  6. Evidences on the fulfilment the specific conditions laid down in art.12 paragraph (2) of the Council Regulation (EC) no.2157/2001 regarding (details):
    • agreement on the methods of participation and involvement of the employees in the company activity, or:
    • evidence on taking 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:
    • evidence that, after setting up the special body of negotiation for concluding the agreement regarding the methods of involvement of the employees in the SE activity, the negotiations have been continuing for other 6 months without reaching to any agreement;
  7. General Assembly decisions of each involved companies in which the setting up of this subsidiary is approved;
  8. Evidences of payment the contribution and/or evidence of ownership titles upon the contribution in kind as well as the evidence of the evaluation of the contribution in kind or the expertise report;
  9. Statements of own responsibility of the legal entities' representatives involved in the setting up, attesting to these legal entities are not in a process of liquidation, insolvency (legal reorganization, bankruptcy) or in other procedures with similar effect (original);
  10. Evidences attesting that at least two of the legal entities that subscribe the shares to the European Company subsidiary are governed by the law of different member states or that they have been holding for at least two years a subsidiary governed by the legislation of another member state or a branch situated on the territory of another member state;
  11. Evidence of verification of company name availability and its reservation thereof - details;
  12. Document  attesting to the right of use of the space designated as registered office - details;
  13. Information from the fiscal record of the natural persons 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;
  14. 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;
  15. Identity documents of founders, administrators, managers, members of the Supervisory Committee, members of the Directorate, financial auditors, as appropriate (copy certified by the part);
  16. For a founder that is a legal person – document of incorporation and the mandate of the person empowered to sign the Articles of Association in the name and on behalf of the founder legal person (original) - details; 
  17. If applicable: 
    • endorsement of the owners’ association regarding the change of destination of collective residential buildings, pursuant to Law no.196/2018 (application-form to be filled out, original) - details;
    • 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;
  18. 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”;
  19. Evidence of payment of legal charge - details:
    • Official Gazette (“Monitorul Oficial”) Part IV publication fee
  20. Evidences of the payment of the amounts representing the expenses for carrying out the publicity in JOUE.

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).
  • 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 incorporated 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.
  • Based on the communication of the trade register office attached to the law court, NTRO shall sent to the Publications Office of the European Union, upon the requester's expense, an announcement on the incorporation of an European company for the publication in JOUE.
  • The announcement shall be sent within one month since the publication in the Official Gazette of Romania, Part IV of the incorporation of the European company in the trade register and it shall consist of: the designation, the number, the date and place of incorporation, the registered office and the field of activity of the European company, as well as the date and the number of the Official Gazette of Romania where the publication took place.
  • 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 it may be viewed, free of charge, by accessing the online service portal of NTRO.
  • The extract of the registrar's conclusion regarding the registration of a branch of a legal person is published in the Official Gazette of Romania, Part IV.
  • The applicant may 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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