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

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 name of the legal person who set it up, with the specification 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.

If, as an exception, the name of the branch is different from the one of the legal person abroad, the name of the branch shall be followed by the name of the firm and of the legal person, as well as by the word “sucursală”.

The name of the Romanian branch of a foreign company shall also mention the registered main office abroad.

Registration

  1. Registration form (original) - form;
  2. Annex 1 regarding fiscal registration - form;
  3. 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 space of the registered or secondary office/s, for a period of maximum 3 years (model 1 - original);
    • 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 and labor protection for the activities set out in the statement form (model 2 - original);
  4. Decision of the statutory body regarding setting up the branch, and the person empowered to represent the branch - details;
  5. Article of Association and the statute of the professional from abroad if they are part from different documents, along with all amendments of those documents or the updated Article of Association, original or certified copy, and translation by an authorized translator whose signature is authenticated by a notary public;
  6. Power of attorney for the branch representative, if  the representative was not appointed by decision of the competent statutory body (translated and certified copy) - details;
  7. Identity documents of the persons authorized to represent the branch (copies) - details;
  8. Document attesting usage rights for the space assigned as registered office of the branch (copy) - details;
  9. For branches located in a EU member state, the financial documents of the business operator from abroad, as they were drafted, audited and published in compliance with the local laws that govern the professional abroad;
  10. For branches located in non-EU/non-EEA member states - documents attesting the registered office of the professional abroad, the object of activity and an annual financial information regarding the subscribed capital amount, if this information is not provided by the Articles of Association and the statute of the professional abroad, as well as the financial documents of the business operator from abroad, as they were drafted, audited and published in compliance with the Romanian law, except for  cases where the law of the professional from abroad contains provisions similar to those in EU;
  11. Certificate, (certified translation), from the Trade Register where the professional from abroad is incorporated, attesting the existence of that company;
  12. If applicable - registration of the amendments regarding:
    • the opening of a judicial and extrajudicial insolvency procedure regarding the professional from  abroad;
    • the dissolution of the company from abroad, the names and powers of the liquidators, the completion of the liquidation;
    • closing the branch;
  13. Notification sent to the National Bank of Romania, released by the authority of the origin member state in case the branch is for a credit institution, pursuant to G.O. no. 99/2006, art. 48;
  14. Authorization from the National Bank of Romania for incorporation of the branch of a credit institution having the registered office in third party states, pursuant to art. 67 of G.O. 99/2006;
  15. 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;
  16. If applicable - affidavits of the persons empowered to represent the branch, certifying that they meet the legal requirements to hold such capacity (original and, as appropriate, translated and authenticated copies) - details;
  17. Signature specimens of the authorized persons of the branch (original) - details;
  18. 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.
    • prior endorsements provided for by special laws (copy);
    • (special) power of attorney (in authenticated form) or delegation for the persons appointed to fulfill the legal formalities (original);
  19. Proof of legal fee(s) payment - details:

Note:

  • If a professional with an office registered abroad wishes to set up more than one branch in our country, the documents mentioned above need only to be submitted for one of the branches (of his/her choosing); the trade register where the other branches are registered, will mention which trade register is taking care of the publicity formalities.
  • 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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  • 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.
  • 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.
  • 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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