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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 companies that are set up in this manner (art. 2501 of Law no. 31/1990, as republished, and subsequently amended and supplemented)

Information note on the processing of personal data

Phase I

  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 the company and signed by its representatives (original);
  2. Draft terms of division signed by the representatives of the 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 that divides 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 that shall transmit them to the competent court.

  1. Application for submission of documents and registration of amendments, marked at point 5.15 - application form that shall be completed withApplication addressed to the President of the Court in the area where the applicant has the registered office, requesting the registration of division in the trade register” -details;
  2. Application addressed to the President of the Court in the area where the registered office of the company that shall be divided is located, by which it is requested the registration in the trade register - details;
  3. Application for registration for each involved company (original) - application form;
  4. Annex 1 regarding fiscal registration - application form and, where appropriate, Annex 2 regarding foreign investment - application form;
  5. 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; 
    • 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 2 - original);
  6. General Assembly decision of partners/shareholders regarding the approval of the division, in compliance with art.246 paragraph (1) of the law (original) - details (original);
  7. Amending document regarding decreasing of share capital of the company that shall be partially divided by detaching a part of the patrimony (original) - details;
  8. Updated Articles of Association of the company that shall be divided (original) - details;
  9. 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.
  10. Evidence of submitting the draft terms of division for amendments;
  11. 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);
  12. Draft terms of division (copy);
  13. Resolution for appointing the 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 signed by the representatives of the company (copy);
  14. 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;
  15. Financial standing of division (copy) - details;
  16. Certificate of incorporation and, as appropriate, certificates of status in case of modifications of its containing (main activity, name of the company, legal form, registered office) – (original);
  17. Evidence of verification of company name availability and reservation thereof and/or emblem (original);
  18. Where appropriate, consent to use the company name, as laid down in art. 39 of Law no.26/1990, as republished, and subsequently amended and supplemented (original) - application form;
  19. Articles of Association of the companies resulted from division (original) - details;
  20. The document attesting the right of use over the space with destination of registered office registered at the fiscal body within the National Agency of Fiscal Administration where the the building with destination of registered office is located. (the document registration procedure is carried out through the trade register office) - copy - details. In case the company presents a document registered with the National Agency for Fiscal Administration, the procedure no longer applies;
  21. Statements of own responsibility, as appropriate, of the founders/administrators/managers/ members of the Supervisory Committee and of the Directorate or natural persons representing the legal person appointed as administrator or financial auditor, attesting to their satisfying the legal conditions to hold such capacity (original) - details;
  22. Signature specimens of the representatives of the company - details;
  23. Identity documents of founders, administrators, financial auditors or auditors natural persons (copy) - details;
  24. Registration documents of founders, administrators, financial auditors legal persons (certified copy and, as appropriate, translated by an authorized translator whose signature is authenticated by a notary public);
  25. As appropriate, authenticated statement of own responsibility of the natural person, foreign citizen, in own name or as representative of the  foreign legal person which is not tax registered in Romania, in original and, as appropriate, translated by an authorized translator whose signature is authenticated by a notary public - details;
  26. As appropriate:
    • endorsement for the change of designation of collective residential buildings, as set out in Law no. 196/2018 (application form to be filled out, original). If no activity is carried out at the registered office, residential building, the administrator/ administrators of the company submit/s a statement on their own responsibility (details), attesting the fact that no activity is carried out at the registered office, in which case the formalities provided for by art. 40 paragraph (1) of Law no. 196/2018 on the establishment, organization and operation of owners' associations, as subsequently amended and supplemented are not necessary;
    • 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);
  27. Declaration on beneficial owner of a legal person - detailsform;
  28. 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 also be submitted (original).
  • Where appropriate, by the parties' agreement, it is stipulated that the division operation 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.
  • In compliance with the provisions of art. 180 of Law no. 31/1990, as republished, in case the stock transfer ledger is kept by a private authorised independent registrar, mentioning of the company, registered office as well as any modification of those identifying elements in the trade register shall be considered mandatory.
  • Settlement of the applications of Phase I 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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