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Ministry of Justice
National Trade Register Office

December 02, 2022

 

Documents required for registration of the amendments regarding the merger by transfer of the patrimony of one or more companies, that dissolve without going into liquidation, to a new set up company (art. 238 paragraph (1) pt. b) 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 merger shall be published by only one trade register office, upon applicant’s option.

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

 

Phase II - details

* All the documents that are based on the applications from this phase are submitted in 2 identical samples, namely 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, shall be completed with: „Application addressed to the President of the Court in the area where the applicant has the registered office, requesting the registration of merger 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 formed through merger is situated, requesting the registration in the trade register;
  3. Application for registration of 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 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 protection and labour protection for the activities set out in the statement form (model 2 - original);
  6. Extraordinary General Assembly decisions of partners/ shareholders of each involved company regarding the approval of the merger, in compliance with art. 246 paragraph (1) of Law 31/1990 (original) - details;
  7. Articles of Association of the company resulted from merger (original) - details;
  8. Financial standing of merger, having the same date for all the companies involved in merger (copy) - details;
  9. Evidence of publishing the draft terms of merger certified by the director of the trade register office attached to the law court and/or by the appointed person or persons. The confirmation of the publication shall be done by the trade register office attached to the law court;
  10. Evidence of submitting the draft terms of merger for amendments to all the trade register offices attached to the law court where the legal persons involved are registered;
  11. Report on the draft terms of merger 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 merger signed by the representatives of each involved company (copy);
  13. Resolution for the appointment of expert/experts in compliance with art. 243³ of Law no. 31/1990, as republished and subsequently amended and supplemented or the General Assembly decision for renouncing to the expertise and submission of the draft terms of merger drawn up by the companies involved in merger, signed by their representatives (copy);
  14. Statements of each of the companies that cease to exist, regarding the manner of settling liabilities (copy);
  15. Statement on the manner of publication of the draft terms of merger, by publication in the Official Gazette of Romania or on the webpage of the company/companies involved in merger and on the National Trade Register Office (ONRC) webpage;
  16. Evidence of verification of company name availability and reservation thereof and/or  emblem (original) ;
  17. 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;
  18. 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;
  19. Statements of own responsibility, as appropriate, of the founders/administrators/directors/ financial auditors/ 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;
  20. Signature specimens of the representatives of the company resulted from merger - details;
  21. Identity documents of founders, administrators, financial auditors or auditors natural persons (copy) - details;
  22. 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, attesting to no fiscal debts, in original and, as appropriate, translated by an authorized translator whose signature is authenticated by a notary public - details;
  23. Other proving documents – registration documents of partners/administrators/financial auditors legal persons (original or certified copy);
  24. As appropriate:
    • endorsement for the change of destination of collective residential buildings, as set out in Law no. 196/2018 (application form to be filled out, original) - application form. 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;
    • evidence of fulfilling the procedures of economic concentration provided by the  Law on competition no. 21/1996,  as republished;
    • 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);
  25. Certificates of incorporation and certificates of status of the companies that cease to exist (original);
  26. Declaration on beneficial owner of a legal person - detailsform;
  27. Evidences of payment of legal fees/charges - details:

Note:

  • If the excerpt of the draft terms of merger 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 merger 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 merger shall be registered on the date established by the parties in order 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 the company, its registered office as well as any modification of those identifying elements in the trade register is considered mandatory.
  • 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 merger, 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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