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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 a branch set up by a company or an Economic Interest Group (GIE) with registered office in Romania

Information note on the processing of personal data

Prior operations

For branches, the prior verification of company name availability and/or its reservation thereof is not necessary.

  • The name of a branch is given by the name of the legal person who set it up, the name of the locality where its registered office is located, followed by the word “sucursală” and the name of the locality where the branch has its registered office.
  • If a legal person sets up more than one branch in the same locality, a code can be mentioned in order to distinguish between them.

 

  1. Registration form (original) - form;
  2. Affidavit, signed by the partners or administrators, attesting, as appropriate, that:
    • the legal person shall not carry out any of the stated activities at the location of the registered or secondary office/s, for a period of maximum 3 years (model 1 - original); 
    • the legal person meets the legal requirements for operations according to the specific legislation regarding the food safety and sanitary-veterinary protection, environment protection and labor protections for the activities listed on the statement form (model 2 - original);
  3. General Assembly decision of partners/ shareholders/ sole shareholder/ Board of Directors/ Directorate or the addendum of the Articles of Association (of the founder legal person) by which it is appointed the person authorized to represent the branch (original) - details;
  4. Articles of Association of the company that shall set up the branch, updated (certified copy) - details;
  5. Certificate of incorporation of the company that is setting up the branch (copy);
  6. Evidence regarding the registered office of the branch (copy) - details;
  7. If applicable - 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.
  8. If applicable - affidavit of the persons empowered to represent the branch, certifying that they meet the legal requirements to hold such capacity (original) - details;
  9. If applicable - authenticated affidavit of the natural person, foreign citizen, authorized to represent the branch, attesting that there are no fiscal debts, in original and, if needed translated by an authorized translator whose signature is authenticated by a notary public - details;
  10. Signature specimens of the persons authorized to represent the branch (original) - details;
  11. For a branch set up by a national company, the registration form shall be accompanied by:
    • the document of the competent body authorized to set up the branch (original);
    • the excerpt of the Official Gazette of Romania, Part I, where it was published the regulatory document authorizing the setting up of the national company (copy);
  12. If applicable:
    • (special) power of attorney (in authenticated form) or delegation for the persons empowered to fulfill the legal formalities (original);
    • evidence of authorizations/ endorsements issued by the competent authorities as a prior condition to the incorporation in the trade register (certified copy);
  13. Proof of registration fee(s) payment - details:

Note:

  • The decision regarding this trade register application is made by the director of the trade register office attached to the law court and/or his/her appointees, who may also request additional documents/details, if deemed necessary, before making a final decision.
  • Assistance departments at the trade register offices attached to law courts may draft documents, obtain authentication or, where applicable, grant a definite date or provide guidance to properly filling out the registration application. (these are fee-based services).
  • 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
  • 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.
  • Forms are available at the trade register offices attached to the law courts.

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  1. If the branch is set up in the same county as the registered office of the company that created it, the branch will also be registered in the same trade register, in addition to the existing entry.
  2. If the branch is set up in a different county from the registered office of the company that created it, a note/mention of its registration will be entered by default at the local trade of the main company, based on certified copies of the branch’s registration.
  3. Any changes regarding the location of the registered office of the branch, or its name, its object of activity as well as the authorized person(s), are submitted by default to the local trade register where the main company set up that branch.

 

 

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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