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Ministry of Justice
National Trade Register Office

December 06, 2022

 

Documents required for registration of the amendments regarding division of a company by transfer of a part of its patrimony to one or more existing companies (art. 2501 of Law no. 31/1990, as republished, and subsequently amended and supplemented)

Information note on the processing of personal data

Phase I

The application shall be submitted for each involved company at the trade register office attached to the law court where the company is registered. The draft terms of division shall be published by only one trade register office, upon requester’s option.

 

  1. Application for submission of documents and registration of amendments - application form, for the expert/experts appointment - details, in compliance with art. 243³ of Law no. 31/1990, as republished, and subsequently amended and supplemented or the General Assembly decision details, for renouncing the expertise and submission of the draft terms of division drawn up by each of the companies involved in division and signed by their representatives (original);
  2. Draft terms of division signed by the representatives of each company involved in division (original);
  3. Statement on the manner of publication of the draft terms of division, namely by publication in the Official Gazette of Romania or on the webpage of the company/companies involved in division and on the National Trade Register Office (ONRC) webpage details;
  4. As appropriate, (special) power of attorney (in authenticated form) or delegation for the persons appointed to fulfill the legal formalities (original);
  5. Evidences of payment of legal charges details:

 

Phase II details

* All the documents from the second phase are filled in 2 identical samples, meaning in original or certified copy, as appropriate for each document, at the trade register office which shall transmit them to the competent court.

 

  1. Application for submission of documents and registration of documents, marked at point 5.15 - application form. „Application addressed to the President of the Court in the area where the requester has the registered office, requesting the registration of division in the trade register details;
  2. Application details, addressed to the President of the Court in the area where the registered office of the company that shall be divided is located, requesting the registration in the trade register;
  3. Application for registration for each involved company (original) - application form;
  4. General Assemblies’ decisions of partners/shareholders of each company involved in division regarding the approval of the division, in compliance with art.246 paragraph (1) of the law (original) details;
  5. As appropriate:
    • amending document regarding decreasing of share capital of the company that shall be partially divided by detaching a part of the patrimony;
    • amending document regarding increasing of share capital of the existent company/companies to which shall be done the transfer (original);
  6. Updated Articles of Association of the companies involved in division (original) details;
  7. Evidence of draft terms of division publication checked by the director of the trade register office attached to the law court and/or by the appointed person(s). The confirmation of publication shall be carried out by the trade register office attached to the law court;
  8. Financial standing of division details;
  9. Evidence of submitting the draft terms of division for amendments to all the trade register offices attached to the law courts where the legal persons involved are registered;
  10. Report on the draft terms of division drawn up by the expert/s appointed by the director of the trade register office attached to the law court and/or by the appointed person(s);
  11. Draft terms of division signed by the representatives of each involved company (copy);
  12. Resolution for appointing expert/experts in compliance with art. 243³ of Law no. 31/1990, as republished, and subsequently amended and supplemented or the General Assembly decisionfor renouncing the expertise and submission of the draft terms of division drawn up by the involved companies and signed by their representatives (copy);
  13. Statement on the manner of publication of the draft terms of division, by publication in the Official Gazette of Romania or on the webpage of the company/companies involved in division and on the National Trade Register Office (ONRC) webpage details;
  14. Certificate of incorporation and, as appropriate, certificates of status (original) in case of modifications of its containing (such as main activity, name of the company, legal form, registered office);
  15. As appropriate:
    • Annex 2 regarding foreign investment - application form;
    • Statement Form of own responsibility, signed by the partners or administrators, attesting, as appropriate, that:
      • the legal person shall not carry on any of the stated activities at the space of the registered or secondary office/s, for a period of maximum 3 years (model 3- 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 protection and labour protection for the activities set out in the statement form (model 3 original);
    • 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);
    • other proving documents (e.g. registration documents of new partners/ administrators/ financial auditors – legal persons – certified copies);
  16. Declaration on beneficial owner of a legal person - detailsform;
  17. Evidences of payment of legal fees/charges details;

Note:

  • If the excerpt of the draft terms of division is requested to be published in the Official Gazette, this excerpt shall be also submitted (original).
  • In case it is stipulated that the division shall produce effects on a date after the adoption of the decision, the court decision shall be mentioned in the trade register and the division shall be registered on the date established by the parties to produce effects.
  • 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 who may dispose submission of proving documents other than the ones already specified.
  • The court has the competence to verify the legality of the decision on division, as well as, where appropriate, of the Articles of Association or of the amending document and to dispose their registration in the trade register.
  • Assistance departments of the trade register offices attached to law courts may draw up documents, obtain authentication or, where appropriate, grant a definite date or provide for guidance for properly filling out the application for registration, against payment of a fee.
  • 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
  • Forms are available at the trade register offices.
  • 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.

 

 

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.

 
AMENDMENTS - Legal Persons
 
 
 
 
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