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Ministry of Justice
National Trade Register Office

December 02, 2022

 

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 entrepreneurs - debutants in business, 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 its 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 its 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, 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) and, as 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: 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 and, where appropriate, the document attesting the right of use over the space assigned as secondary office - 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; 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 certified by the part);
  13. Signature specimens of company representatives (original) - details;
  14. Information from the fiscal record (original) - details;
  15. 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” 
  16. 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);
    • evidences regarding the fulfilment of the conditions provided for by special laws (original or certified copy) - details; 
    • evidence regarding the empowerment of the person appointed to fulfil the legal formalities- details. 

Note:

  • In case of private limited companies with a sole shareholder, if there are contributions in kind, preliminary, the appointment of an expert  shall be requested  by the director of the trade register office attached to the law court and/or the appointed person or persons for the contributions’ evaluation. The application shall be submitted to the trade register office.
  • 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.
  • 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.

 

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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