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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 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 - details

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, 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 (Art.11 from the Regulation (EC) no. 2157/2001 from 8 October 2001 on the statute of the European company (SE)).

 

Phase I

  1. Application for expert/s appointment - application-form, [art. 22 of the Council Regulation (EC) no. 2157/2001 regarding the statute of a European company, art. 96 of the Directive no. 1132/2017 relating to certain aspects of company law (codification) and art. 2433 of the Law no. 31/1990, as republished] drawn up by the company/companies participating in merger - details;
  2. 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 of the information provided for by art. 21 of the Council Regulation (EC) no. 2157/2001 for the publication in the Official Gazette – details;
  4. Certificates issued by competent authorities of the EU member states where the registered offices of the legal entities involved in the formation, original and the translation carried out by an authorised translator and it shall have the conclusion of legalisation of the translator's signature by a notary public attesting their functioning and that their registered office and central administration are within EU (the translation of the text shall be carried pot by an authorised person and it shall have the conclusion of legalisation of the translator's signature by a notary public);
  5. As appropriate:
    • 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. In case the authorisations/endorsements are issued by public institutions or by specialised bodies of the central public administration, NTRO requests them sending the copies of the authorisations/endorsements in electronic format;
    • evidences on the fulfilment of the conditions provided for by special laws, in accordance with the field of activity, the preliminary endorsements provided for by special laws (in 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 registration (original) – application-form – details;
  2. Annex regarding fiscal registration – application-form, instructions for filling in the application-form “Cerere de înregistrare fiscală” (Application-form for tax registration) and, as appropriate, Annex on 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. Evidence of verification of the company name availability and its reservation thereof - details;
  5. General Assemblies' decisions of each merging company by which shall be approved the draft terms of merger and the statute of the SE, excepting the situations laid down in art. 111 of Directive 1132/2017 relating to certain aspects of company law (codification) which allows merger without the approval of the General Assembly;
  6. Articles of Association (SE statute) – details;
  7. Evidence of subscription and payment of the minimum share capital provided for by the Regulation (EC) no. 2157/2001;
  8. Report of the expert/s over of the draft terms of merger;
  9. Evidences on the disclosure of the merger, carried out in compliance with the laws applicable to the statutes of the companies which are to merge. Evidence of the publication of the draft terms of merger in the Official Gazette of Romania, Part IV (copy certified by the part). The confirmation of the disclosure is carried out ex officio by the trade register office attached to the law court for the Romanian legal persons;
  10. 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 or the evidence attesting that were carried out negotiations without getting to an agreement - details; 
  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 the examination of 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. Document attesting to the right of use of the space designated as registered office - details;
  13. 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);
  14. 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;
  15. As appropriate, statement - form on own responsibility of the natural person foreign citizen in own name or as representative of the foreign legal person who is not tax registered in Romania, in original, and, as appropriate, the translation carried out by an authorised translator whose signature is authenticated by a notary public - details;
  16. Identity documents of founders, administrators, managers, members of the supervising committee, members of the Directorate, financial auditors, as appropriate (copy of the part);
  17. For the founder legal person – the document of incorporation and the mandate for the person authorized to sign the Articles of Association in the name and on behalf of the founder legal person (original) - details; 
  18. If applicable:
    • 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 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 (original or certified copy) – details;
    • evidence regarding the empowerment of the person appointed to fulfil the legal formalities (original) - details; 
  19. 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”;
  20. Evidences of payment of the legal charge - details:
  21. Evidence of payment of the amounts representing the charges or the publicity in the JOUE - Official Journal of the European Union (original).

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 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 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.
  • Consequences and effects in case of cross-border merger.
  • The nullity of a merger in the meaning of art. 2 para. (1) of the Council Regulation (EC) no.2157/2001 cannot be pronounced after the incorporation of the SE.
  • The 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 the place of the incorporation of the SE, the date and the place and the title of the publication, as well as the registered office and field of activity of the SE.
  • 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 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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