Site under construction!

Ministry of Justice
National Trade Register Office

December 02, 2022

 

Documents required for registration in the trade register and fiscal registration of an European holding company (SE holding) set up by public limited-liability companies and private limited companies (laid down in Annex II of the Council Regulation (EC) no. 2157/2001) established under the law of a member state, with registered office and head office within the Community, if at least two of them:

are governed by the law of different member states or
- have had a subsidiary company governed by the law of another member state or have had a branch in another member state for at least two years.  

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 - details, in order of preferences, as well as the for verification of the emblem availability and/or reservation thereof - application form.

NOTE: Designation of a SE is preceded or followed by the “SE” abbreviation. 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.

 

Phase  I           

  1. Application for submission and for mentioning the documents and for appointing of experts/expert - application form, (art. 32 paragraph (4) of the Council Regulation (EC) no. 2157/2001 regarding the statute of a SE), drawn up by the company/companies participating in the formation of a SE holding - details;
  2. Draft terms of formation of a SE holding signed by the representatives of each participating company, containing the information laid down in art. 32 paragraph (2) of the Council Regulation (EC) no. 2157/2001 - details;
  3. Certificates issued by competent authorities where the registered offices of the legal entities involved in the set up are situated, attesting that at least two of the companies promoting the setting up are governed by the law of different EU member states or have had a subsidiary company governed by the law of another member state or have had a branch situated in another member state for at least two years (original and authenticated translation);
  4. Certificates issued by the competent authorities of the EU member states where the registered offices of the legal entities involved in the formation are situated, attesting their functioning and that their registered office and head office are within the EU translated by an authorized translator whose signature is authenticated by a notary public;
  5. As appropriate:
    • evidence of authorisations/endorsements issued by the competent authorities as a condition preliminary 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, the preliminary endorsements provided for by the special laws (original or certified copy) – details;
    • evidence regarding the empowerment of the person appointed to fulfil the legal formalities (original) - details;
  6. Evidences of payment of the legal charge - details:

Phase II

  1. Application for incorporation drawn up by the SE holding - application form;
  2. Annex 1 regarding fiscal registration - application form and, where appropriate, Annex 2 regarding foreign investment - application form;
  3. Statement form of own responsibility, signed by the partners or administrators, attesting, as appropriate, that:
    • the legal person shall not carry out any of the stated activities at the space of the registered or secondary office/s and outside of these, for a period of maximum 3 years (model 1 - original); 
    • the legal person complies with the operating requirements provided for by the specific legislation in the field of food safety and sanitary-veterinary, environment protection and labor protection for the activities set out in the statement form (model 2 - original);
  4. General Assembly decisions of each merging companies by which shall be approved the draft terms of merger and the statute of the SE holding, in certified copies of the part - details;
  5. Statute of SE holding - details;
  6. Evidences of the contribution of the partners of the participating companies, within the legal timeframe, with their minimum percentage of shares or parts of share capital established in the draft terms, in certified copies of the part and evidences regarding the achievement of exchanging shares and parts of share capital, as appropriate, with shares of the holding company - details;
  7. Evidences attesting carrying out publicity regarding the fulfillment of the conditions of setting up a holding by each participating company, in compliance with its national law - details;
  8. Evidence of explicit acceptance of the mandate of administrator/member of the directorate or the appointment as financial auditor/auditor in original;
  9. Agreement on the methods of involvement of the employees in the SE 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 art. 12 paragraph 2 of the Council Regulation (EC) no.2157/2001 and art. 3, 4 and 7 of the Directive 2001/86/EC; 
  10. Evidence of verification of company name availability and its reservation thereof and, where appropriate, for the emblem - details;
  11. Evidences of the registered/secondary office of the SE holding (copy) - details;
  12. Statements of own responsibility, as appropriate, 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, attesting to their satisfying the legal conditions to hold such capacity - details;
  13. Signature specimens of the representatives of SE holding (original) - details;
  14. Information from the fiscal record (original) - details;
  15. If applicable, 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, managers, members of the Supervisory Committee, members of the Directorate, financial auditors, as appropriate (copy of the part);
  17. For a founder that is a legal person – the document of incorporation, decision of the statutory body regarding participation to the formation of the legal person and the 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. Statements of own responsibility of the legal entities representatives involved in the setting up, certifying that these legal entities are not in a process of liquidation, insolvency (legal reorganization, bankruptcy) or in other procedures with similar effect (original);
  19. Evidence regarding the empowerment of the person appointed to fulfil the legal formalities - details;
  20. Endorsement of the owners association for the change of destination of collective residential buildings, as set out in Law no.196/2018 (filled in on application-form – original);
  21. Declaration on beneficial owner of a legal person - detailsapplication-form; indicative model of the declaration on the beneficial owner (document under private signature); Guidance for filling in the “Declaration on the beneficial owner”; 
  22. Evidence of payment of the amounts representing the charges or the publicity in the Official Journal of the European Union (original);
  23. Evidences of payment of the legal charge - 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);
  • SE set up by merger and SE holding shall be considered public limited-liability company, governed by the law of the member state where its registered office is situated.
  • The company promoting the formation of a SE holding continues to exist.
  • SE holding acquires legal personality starting the date of incorporation in the register specified by the law of the member state where it establishes the registered office.
  • A SE is governed by:
    • the provisions of the Council Regulation (EC) no. 2157/2001 regarding the statute of the 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 of 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 its registered office 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 its registered office is situated.
    • the legal provisions adopted by the member states especially for SE;
    • if the nature of the activities carried out by a SE is governed by the specific provisions of the internal law, these provisions apply entirely to SE.
  • An amendment regarding the incorporation and the 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 situated; the announcement shall specify 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 application for registration, the documents provided for by law (in original or copy certified by the part), filed and numbered, shall be submitted by the applicant directly at the trade register office attached to the law court, at the counter, or they shall be sent by post/courier, with declared-value letter and notice of receipt or by electronic means. The application for registration has 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 corresponding to the request specified through the calculation note drawn up by the trade register office attached to the law court.
  • 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.
  • Upon the transmission by electronic means, the application for registration/submitting and mentioning documents/striking off and the documents requested by the law, in original, shall be signed with qualified electronic signature and in case of the documents requested in copy certified by the part, the copy is certified by a qualified electronic signature.
  • 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.
  • The documents whose registration, mentioning or publication is requested to the trade register office shall be edited by the applicant in Romanian, shall be legible, without any deletions or completions, under the sanction of their rejection.
  • The information mentioned above shall be transmitted to the Official Publications Office of the European Union within one month from the publication performed in the member state.

 The forms for the applications and the statement – forms may be accessed on the webpage of the institution at onrc.ro, section “Informații de interes public” (Public information), item “Formulare tip” (Application-forms), on the online services page, at https://portal.onrc.ro and they shall be distributed free of charge to each trade register office attached to the law court.

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.

Site under construction!