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Ministry of Justice
National Trade Register Office

November 28, 2020

 

Documents required for registration in the trade register, fiscal registration and authorization of operation of private limited company – debutant (SRL – D)

Information note on the processing of personal data

In compliance with the G.E.O. no. 6/2011 regarding the stimulation of starting up and development of microenterprises by young entrepreneurs, the enterprises shall be established by entrepreneurs having absolute capacity of exercise, that shall fulfill the following conditions - details.

 

Preliminary operations

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 application for verification of the emblem availability and/or reservation thereof - application form.

 

Registration

  1. Application for incorporation (original) - application form;
  2. Annex 1 regarding fiscal registration - application form;
  3. Statement Form of own responsibility, signed by the partners or administrators, attesting that the legal person complies with the operating requirements provided for by the specific legislation in the field of food safety and sanitary-veterinary protection, environment protection and labor 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 (original);
  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 (original);
  6. Articles of Association (original) - details (Models of Articles of Association: private limited company with a sole shareholderprivate limited company with more partners);
  7. The document attesting the right of use over the space with destination of registered office registered at the fiscal body within the National Agency of Fiscal Administration where the the building with destination of registered office is located. (the document registration procedure is carried out through the trade register office) - copy - details. In case the company presents a document registered with the National Agency for Fiscal Administration, the procedure no longer applies;
  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; the certificate of status, in case there are real estates among such contributions, attesting to the charges encumbered thereupon (certified copies);
  10. Statements of own responsibility, as appropriate, of the founders /administrators/ 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 (original) - details;
  11. Statements of own responsibility of the founders attesting that prior to the incorporation date into the trade register, they were not/are not shareholders or partners of an enterprise formed inside the European Economic Area (original) - application form;
  12. Identity documents of founders, administrators, financial auditors or auditors – natural persons (copy);
  13. Signature specimens of company representatives (original) - details;
  14. Declaration on beneficial owner of a legal person - detailsform;
  15. As appropriate:
    • endorsement for the owners/tenants association regarding the change of destination of collective residential buildings, pursuant to Law no.196/2018 (form to be filled out, original).
      • If the company does not carry out any activity at the registered office or at the secondary offices, the declared activities for a period of maximum 3 years, the statement-form on own responsibility provided for by art. 15 paragraph (1) letter a) of the Law no. 359/2004 regarding the simplification of registration formalities in the trade register of natural persons, family associations and legal persons, their tax registration, as well as the authorization of legal persons in order to operate, as subsequently amended and supplemented, signed by the partners or by the administrators, includes the statement provided for by art. 17 paragraph (6) of the Law on companies no. 31/1990, so is no longer necessary any other statement;
      • If the company carries out activity outside the registered office and the secondary offices the statement-form on own responsibility provided for by art. 15 paragraph (1) letter b) of the Law no. 359/2004 regarding the simplification of registration formalities in the trade register of natural persons, family associations and legal persons, their tax registration, as well as the authorization of legal persons in order to operate, as subsequently amended and supplemented, signed by the partners or by the administrators, includes the statement provided for by art. 17 paragraph (6) of the Law on companies no. 31/1990, so is no longer necessary any other statement.
    • prior endorsements provided for by special laws (copy);
    • (special) power of attorney (in authenticated form) or delegation for the persons appointed to fulfil the legal formalities (original).

Note:

  • In case of private limited companies with a sole shareholder, if there are contributions in kind, preliminary the appointment of an expert by the director of the trade register office attached to the law court and/or the appointed person or persons shall be requested for the contributions’ evaluation. The application shall be submitted to the trade register office.
  • 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 who may dispose submission of proving documents other than the ones already specified.
  • Forms are available at the trade register offices.
  • The application for registration, the documents provided for by law, filed and numbered, shall be submitted by the applicant directly at the trade register office attached to the law court, by post, with declared-value letter and notice of receipt or by electronic means. The application sent in electronic form, through the online services portal or through the electronic mail, shall have the qualified electronic signature incorporated, attached or logically associated. If the documents are sent by post, the applicant's identity document shall be attached, as a handwritten photocopy  certified by the owner regarding the conformity with the original.

 

ATTENTION
Attention! Starting with January 1st, 2015, private limited company – debutant (S.R.L. – D.) which have completed 3 years since their incorporation must take the necessary steps in order to change the name of their company from S.R.L.-D. to S.R.L. or to opt for a different type of legal form ... more

 

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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