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Ministry of Justice
National Trade Register Office

February 20, 2024

 

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, these may be set up by entrepreneurs having absolute capacity of exercise, that shall fulfill the conditions - details.

 

Preliminary operations

The application for verification of company name availability and/or its reservation thereof (original) - application form, completed with three designations in order of preferences - details.

The name of a microenterprise belonging to the entrepreneur-debutant consists of an own name followed by the phrase fully writen "societate cu răspundere limitată - debutant" or the abbreviation "SRL -D".

 

Registration

  1. Application for registration (original) - application form;
  2. Annex 1 regarding fiscal registration - application form;
  3. Statement Form of own responsibility on the fulfilment of the conditions of functioning/carrying out the activity for the registered office and/or secondary offices or, as appropriate, to thirds - 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: private limited company with a sole shareholderprivate limited company with more partners);
  6. 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;
  7. 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) - model of declaration - details;
  8. Identity documents of founders, administrators, financial auditors or auditors – natural persons (copy certified by the part);
  9. 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 NAFA - National Agency for Fiscal Administration), (original) - details;
  10. 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” 
  11. As appropriate:
    • endorsement for the owners association regarding the change of destination of collective residential buildings, pursuant to Law no.196/2018 (application-form to be filled out, original) - details;
    • evidence of authorisations/endorsements issued by the competent authorities as a condition preliminary to the registration 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;
    • evidence regarding the empowerment of the person appointed to fulfil the legal formalities - details; 

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.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 (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.
  • 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.

 

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 as a general guide to professionals regarding their obligations for the fulfilment of the legal formalities for carrying out the registrations in the trade register. 

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