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Ministry of Justice
National Trade Register Office

December 02, 2022

 

  • The Articles of Association shall have authentic form if there is land among the assets subscribed as contribution in kind to the share capital; for the other situations, it shall be sufficient granting a definite date, according to the law, by the notary public or the assistance departments of the trade register offices attached to the law courts, in a form certified by an attorney in compliance with Law no.51/1995, as amended or the conclusion of the document under private signature.
  • The Articles of Association shall include the clauses laid down in art. 8 of Law no.31/1990, as republished and subsequently amended and supplemented, including the specification of the field and main activity. All the activities set out in the Articles of Association shall be encoded according to NACE Codes, as updated by Order no. 337/2007 of the President of the National Institute for Statistics, and the object of activity shall be expressed through NACE classes of four-digit for the activities.

In compliance with art. 56 of Law no. 129/2019 for preventing and combating money laundering and terrorist financing, as well as for amending and supplementing certain normative acts, as subsequently amended and supplemented:

The obligation of submitting the declaration on own responsibility on the beneficial owner/s is also fulfilled by including, upon incorporation, in the Articles of Association, of the identification data of the beneficial owners and of the ways of exercising the control over the legal person. The subsequent change of identification data of the beneficial owners does not set the obligation of drawing up a modifying document of the Articles of Association; their declaration is fulfilled under the conditions of paragraph (1).″

NOTE:

  • in case, upon incorporation, in the Articles of Association, are also included the identification data of the beneficial owner/s and the way of exercising the control, it is no longer required the submission of the declaration on own responsibility of the beneficial owner/s.
  • if, after incorporation, the legal person requires only the change of the identification data of the beneficial owners and of the way of exercising the control, it shall not submit a modifying document of the Articles of Association, but it shall fill in the application for submitting the declaration on the beneficial owners, to which shall be attached the declaration on own responsibility on the beneficial owner/s.
  • In case the legal person requires the registration in the trade register of the change of the Articles of Association, which implies, besides other changes, also the change of the identification data of the beneficial owner/s (ex. transmitting the equity shares and the parts of share capital, changing the members of the management and control bodies etc.), the modifying document of the Articles of Association shall also include the identification data of the beneficial owners and the way of exercising the control and shall be also annexed to it the updated Articles of Association, and in this case the declaration on own responsibility on the beneficial owner/s shall no longer be submitted.
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