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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) set up by merger by public limited-liability companies (laid down in Annex 1 of the Council Regulation (EC) no. 2157/2001) set up in compliance with 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

Information note regarding 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 for verification of the emblem availability and reservation thereof, where appropriate - application form.

NOTE: The name of a SE company is preceded or followed by the “SE” abbreviation. This abbreviation can only be used by a SE, except for other legal entities incorporated in a member state prior to the date of coming into effect of the Regulation, which that are not required to change their designation.

 

Phase I

  1. Application for submission and mentioning documents and for appointing the experts/expert - application form, [art. 22 of the Council Regulation (EC) no. 2157/2001 regarding the statute of a SE, art.10 of the third Directive of the Council regarding mergers of public limited-liability companies – 78/855/CEE and art. 2433 of Law no. 31/1990, republished] drawn up by the company/companies participating in merger;
  2. The draft terms of merger signed by the representatives of each merging company containing the information laid down in art. 20 of the Council Regulation (EC) no. 2157/2001 (original) - details;
  3. Notification for publication in the Official Gazette of the information laid down in art. 21 of the Council Regulation (EC) no. 2157/2001 - details;
  4. Certificates issued by the competent authorities of the EU member states where the offices of the legal entities involved in the set up are situated, attesting their functioning and that their registered office and head office are within the EU (the translation of the text shall be carried out 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 - details;
  6. Evidence of payment of legal charge - details:

Phase II*

* All the documents on which the applications from this second phase are based on shall be submitted in 2 identical samples, namely original or certified copy, as appropriate for each document, to the trade register office that shall transmit them to the competent court.

  1. Application for incorporation (original) - application form, details;
  2. Application addressed to the President of the Court in the area where the registered office of the acquiring company (SE) or of the company that shall be set up (SE) is situated, by which it is required the registration in the trade register - details;
  3. Annex 1 regarding fiscal registration - application form and, where appropriate, Annex 2 regarding foreign investment - application form;
  4. 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 or 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 labour protection for the activities set out in the statement form (model 2 - original);
  5. General Assemblies' decisions of each merging companies by which shall be approved the draft terms of merger and the statute of the SE, excepting the situations laid down in art.8 of the third Directive of the Council 78/855/CEE which allows merger without the approval of the General Assembly of the acquiring company;
  6. Articles of Association (Statute of the SE) - details;
  7. Evidence for paying up the minimum subscribed contributions to the share capital as laid down in the Regulation (EC) no.2157/2001;
  8. Evidence of explicit acceptance of the mandate of the administrator/member of the Directorate or of the appointment as financial auditor/auditor;
  9. Report of the expert/experts regarding the draft terms of merger;
  10. Agreement on 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 Directive 2001/86/CE or the evidence that the negotiation process continued without reaching to an agreement;
  11. Certificate laid down in art. 25 paragraph (2) of the Council Regulation (EC) no.2157/2001, attesting to the conclusion 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 SE shall be situated, original and translation) and a copy of the draft terms of merger approved by the company in question - details;
  12. Where appropriate, evidence of verification of company name availability and its reservation thereof and, where appropriate, of the emblem - details;
  13. Document  attesting to the right of use of the space designated as registered office - details;
  14. Statements of own responsibility, as appropriate, of the founders/administrators/managers/members of the Supervisory Board/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;
  15. 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);
  16. Signature specimens of the representatives of SE resulted from merger (original) - details;
  17. Information from the fiscal record (original) - details;
  18. 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;
  19. Identity documents of founders, administrators, managers, members of the Supervisory Committee, members of the Directorate, financial auditors, as appropriate (copy of the part);
  20. For founder legal person – document 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;
  21. As appropriate, evidence regarding the empowerment of the person appointed to fulfil the legal formalities - details;
  22. Where appropriate, the 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);
  23. 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”;
  24. Evidence of payment of the amount representing the publicity in the Official Journal of the European Union (JOUE), in original;
  25. Evidences of payment of legal fees - 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 SE 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.
  • The merger shall have the following consequences:
    • all the assets and liabilities of the merging companies are transferred to the acquiring company/SE;
    • the shareholders of the merging/acquired companies become shareholders of the acquiring company/SE;
    • merging/acquired companies cease to exist;
    • the acquiring company adopts the form of a SE.
  • The registered office of a SE is situated 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 head office and registered office 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 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.
  • Amendment regarding the incorporation and the striking off 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.
  • Information mentioned above shall be transmitted to the Publications Office of the European Union within one month from the publication performed in the member state.
  • The application for registration, the documents provided for by law (original or copy certified by the part), filed and numbered, shall be submitted by the requester directly to the trade register office attached to the law court or by mail/courier, with declared-value letter and notice of receipt or by electronic means.
  • 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 proof 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 application sent in electronic form, through the online services portal or by e-mail, shall have incorporated, attached or logically associated the extended electronic signature.
  • 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.
  • 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 shall be edited by the applicant in Romanian, shall be legible, without any deletions or completions, under the sanction of their rejection.
  • 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.

*

* *

  • The formalities and documents necessary for merger by setting up of a new company are the same. In this respect, “merging companies” and “acquiring company” shall be the companies that will cease to exist, namely the new company.
  • Nullity of a merger as provided for in art.2, paragraph (1) of Council Regulation (EC) no.2157/2001 may not be declared after the incorporation of a SE

 

 

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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