Site under construction!

Ministry of Justice
National Trade Register Office

May 25, 2024

 

 

Documents required for registration in the trade register, fiscal registration and authorization of operation of a branch set up by a company with registered office abroad

Information note on the processing of personal data

Preliminary operations

For the branches, the preliminary verification of the company’s name availability and its reservation thereof is not mandatory.

NOTE:

The firm of the branch shall consist of the firm of the legal person who set it up, the name of the locality where its registered office is situated, 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 may be added to the amendments from para. (1)  in order to distinguish between them.

 

Registration

  1. Application for registration – application-form – details;
  2. Annex 1 on fiscal registration – application-form, instructions for filling in the application-form “Cerere de înregistrare fiscală” (Application-form for fiscal registration);
  3. Statement form on own responsibility on the fulfilment of the conditions of functioning/carrying out activities – application-form – details; 
  4. Articles of association and the statute of the legal person from abroad if they are included in separate documents together with all the modifications of those documents or the updates Articles of association, in legalised translation carried out by an authorised translator;
  5. Documents attesting the registered office of the legal person from abroad, its object of activity and, at least annually, the value of the subscribed capital, if this information is not included within the documents provided for by point 4;
  6. Identity documents of the persons empowered to represent the branch (copies certified by the part) - details;
  7. Document attesting the right of use of the space with destination of registered office of the branch – details;
  8. In case of the branches opened by legal persons which are not governed by the law of a EU or European Economic Space member state, the annual financial statements of the economic operator shall be submitted to the trade register from the office of the branch, as they are drawn up, audited and published in compliance with the Romanian law or, as appropriate, with the law that governs the legal person from abroad, if this stipulates accounting rules equivalent to those into force in the European Union;
  9. A certificate attesting the existence of the company, issued by the register where the legal person from abroad is incorporated, together with the translation in Romanian, legalised, carried out by an authorised translator;
  10. Notification sent to the National Bank of Romania by the authority from the origin member state in case of the branch of a credit institution, pursuant to the provisions of art. 48 of the Government Ordinance no. 99/2006;
  11. Authorisation of the National Bank of Romania for setting up the branch in case of the credit institutions having the office in third states, pursuant to art. 67 of the Government Ordinance no. 99/2006;
  12. As appropriate, information on the fiscal record of the natural persons who have the obligation of presenting the fiscal certificate (obtained by the trade register office attached to the law court, ex officio, from NAFA) – details or statement form on own responsibility of the natural person (foreign citizen) empowered to represent the branch, attesting that it is not fiscal registered in Romania and, as appropriate the translation carried out by an authorized translator whose signature is authenticated by a notary public – details;
  13. Statements of own responsibility of the representative of the legal person that takes care of the activities of the branch, attesting to their satisfying the legal conditions to hold such capacity – details;
  14. If applicable:
    • endorsement of the owners’ association regarding the change of destination of collective residential buildings, pursuant to Law no.196/2018 (application-formto be filled out, original) - details;
    • evidence of authorisations/endorsements issued by the competent authorities as a preliminary condition to the incorporation in the trade register when the release of such authorisations/endorsements is provided for by the law, 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 (original) - details;
  15. Evidence of payment of legal charge - details:

Note:

  • Art. 74 of the Law no. 265/2022: (3) The National Trade Register Office sends, through the interconnection system of the trade registers, to the trade register of the legal person’s registered office an excerpt on the registration of the branch.

    (….)

    (5) The publicity of the annual financial situations of the legal persons with the registered office into an EU member state that open branches in Romania is fulfilled by carrying out their publicity in that member state.

  • 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).
  • 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 it may be viewed, free of charge, by accessing the online service portal of NTRO.
  • The extract of the registrar's conclusion regarding the registration of a branch of a legal person is published in the Official Gazette of Romania, Part IV.
  • The applicant may 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.ro, section “Informații de interes public” (Public information), item “Formulare tip” (Application-forms), on the online services page, at https://portal.onrc.ro, item “Formulare offline RC/RBR” (Offline application-forms for the trade register/register of beneficial owners) 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.
  • Releasing documents – details.
 

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.

Site under construction!