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Ministry of Justice
National Trade Register Office

February 08, 2023

 

Documents required for registration in the trade register, fiscal registration and authorization of operation of public limited companies and partnerships limited by shares

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, in order of preferences - details.

Registration

  1. Application for registration (original) - application form - details;
  2. Annex 1 regarding fiscal registration - application form and, where appropriate, Annex 2 regarding 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 company name availability and its reservation thereof - details;
  5. Articles of Association (original) - details (Models of Articles of Association: public limited company unitary administratedpublic limited company – two tier corporate modelpartnership limited by shares);
  6. Document  attesting to the right of use of the space designated as registered office and, where appropriate, the document attesting the right of use over the space assigned as secondary office - details;
  7. Identity documents of founders, administrators, managers, members of the supervisory committee, members of the directorate, financial auditors, auditors  natural persons (copies certified by the part);
  8. Information from the fiscal record of the natural persons who have the obligation of presenting the fiscal record certificate (obtained by the trade register office attached to the law court from the National Agency for Fiscal Administration), in original – details;
  9. As appropriate, endorsement for the owners/tenants association regarding the change of destination of collective residential buildings, pursuant to Law no.196/2018 (application-form to be filled out, original) - details;
  10. As appropriate:
    • authenticated statement on 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;
    • documents of registration of founders, administrators, censors – legal persons - details; 
    • mandate of the person authorized to sign the Articles of Association in the name and on behalf of the founder legal person (certified copy); 
    • statement of founders/administrators/members of the directorate/managers regarding the identification data of the independent private authorized registrar that keeps the stock transfer ledger - 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, respectively the evidences regarding the fulfilment of the conditions provided for by special laws, according to the field of activity (original or certified copy) – details;
    • in case of the public limited company set up by public subscription, the issue prospectus signed by the underwriter - details;
    • evidence regarding the empowerment of the person appointed to fulfil the legal formalities - details;
  11. 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”; 
  12. Evidence of payment of the legal charge - details:

 

Registration as a result of the transformation of an agricultural company into a public limited company and into a partnership limited by shares 

Law no. 36 of April 30, 1991 on agricultural companies and other forms of association in agriculture, subsequently amended and supplemented

Art. 41: Agricultural companies may be reorganized by transforming, under the terms of this law, into one of the corporate forms provided for and regulated by Law on companies no. 31/1990, as republished, and subsequently amended and supplemented. For a period of 5 years from the establishment of the new company, the parts of share capital or shares circulate in compliance with the pre-emptive right of the partners, under the terms of the by Law on companies no. 31/1990, as republished, and subsequently amended and supplemented.

  1. The application whose object is the transformation of an agricultural company into a company, the incorporation in the trade register and the striking off from the register of the agricultural companies, together with all the proving data and documents on the fulfilment of the conditions for the registration in the trade register and the authorisation of functioning provided for by the Law no. 31/1990, as republished and subsequently amended and supplemented and by the Law no. 265/2022 shall be submitted to the court of law where the agricultural company has its registered office – details;
  2. The application shall be settled by the conclusion of the court. Within 15 days from the date since the conclusion became definite, the documents provided for above shall be communicated to the trade register office attached to the law court where the company formed by transformation established its registered office, in order to be incorporated in the trade register.
  3. The agricultural company becomes a company set up in compliance with the provisions of the Law on companies no. 31/1990, as republished, and subsequently amended and supplemented, since the date of the incorporation in the trade register.

 

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 attached to the law court, ex officio, from NAFA (National Agency for Fiscal Administration).
  • 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.roand 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.
  • Upon the transmission by electronic means, the documents required for the registration shall be submitted, pursuant to the law, in electronic format, signed with qualified electronic signature or, as appropriate, in copy certified by the part by qualified electronic signature (art. 84 of the Law no. 265/2022). 
  • 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.

 

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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