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Ministry of Justice
National Trade Register Office

October 01, 2022

 

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/or reservation thereof (original) - application form, completed with three designations - details, in order of preferences, as well as for verification of the emblem availability and its reservation thereof - application form.

Registration

  1. Application for incorporation (original) - 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 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);
  4. Evidence of verification of company name availability and its reservation thereof and, where appropriate, of the emblem - details;
  5. Where appropriate, consent to use the company name, as laid down in art. 39 of Law no.26/1990, as republished and subsequently amended and supplemented - details;
  6. Articles of Association (original) - details (Models of Articles of Association: public limited company unitary administratedpublic limited company – two tier corporate modelpartnership limited by shares);
  7. 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 destination of registered office is located - details;
  8. Evidences that the partners paid up the subscribed contributions to the share capital (copies) - details;
  9. Documents of ownership for contributions in kind, subscribed and fulfilled upon incorporation; encumbrance certificate, in case there is real estate among such contributions, attesting to the charges encumbered thereupon - details;
  10. Statements of own responsibility of the founders/administrators/ financials auditors or of the natural persons representing the legal person appointed as administrator or auditor, attesting to their satisfying the legal conditions to hold such capacity (original) - details;
  11. 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);
  12. Evidence of explicit acceptance of the mandate of the administrator/member of the Directorate by the persons who were appointed by the Articles of Association (original);
  13. Signature specimens of company representatives (original) - details;
  14. Information from the fiscal record (original) - details;
  15. 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;
  16. 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;
    • 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 identifying data of the independent private authorized registrar that keeps the stock transfer ledger;
    • 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
    • clearance forms of the operations fulfilled by the founders on behalf of the public limited company formed by public subscription, approved by the statutory meeting if it were not been specified in the Articles of Association (copy certified by the part);
    • 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;
  17. 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”; 
  18. 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

 

  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. 26/1990 on the trade register, as republished and subsequently amended and supplemented, shall be submitted to the court of law where the agricultural company has its 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, ex officio, from NAFA (National Agency for Fiscal Administration);
  • Settlement of the application lies with the director of the trade register office attached to the law court and/or the appointed person or persons, pursuant to the provisions of GEO no. 116/2009, who may dispose the submission of proving documents other than the ones already specified.
  • Assistance departments of the trade register offices attached to law courts may draw up documents or, where appropriate, grant a definite date, against payment of a fee.
  • The following services shall be granted free of charge, upon the request of the applicant:
    • preliminary guidance regarding the legal formalities for the establishment and for the modification of the articles associations of the firms;
    • guidance for the correct filling in of the application for registration and of the standardized application-forms which are specific to the activity of the trade register;
    • editing the application of registration;
    • drawing up the statement on own responsibility of the founders, the administrators, the representatives of the branches and of the financial auditors attesting their fulfilment of the conditions provided for by the law;
  • 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. Model words counter
  • 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 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.

 

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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