Documents required for registration in the trade register of the amendment regarding the increasing of the share capital of the companies
Information note on the processing of personal data
- Application for registration (original) - application form;
- Amending document of the Article of Association (General Assembly decision of partners/ shareholders/sole shareholder/Board of Directors/the Directorate or the addendum of the Articles of Association - original) - details;
- Evidence of ownership of the contribution in kind of the partner/shareholder/member of the legal person (certified copy - details); in case the contribution in kind is a real estate, a land record excerpt shall be submitted, in original - details;
- Evaluation report drawn up by the expert appointed by the director of the trade register office attached to the law court and/or by the appointed person(s), original - details;
- Evidences that the partners paid up the contributions to the share capital (copies) - details;
- Updated Articles of Association - details;
- In case of public subscription, the issue prospectus signed by two of the administrators or members of the directorate (copy); in case of companies governed by the capital market law, the issue prospectus shall be endorsed by the Financial Supervisory Authority – ASF (in authentic form) - details;
- As appropriate:
- General Assembly decision of the shareholders by which the right of first refusal for publication in the Official Gazette and mentioning in the trade register shall be limited or withdrawn - details;
- Board of Directors/Directorate decision by which the right of first refusal of the existing shareholders for publication in the Official Gazette shall be limited or withdraw - details;
- evidence of notification from the Financial Supervisory Authority – ASF regarding the public offer results in case of increasing the share capital by initial public offer or by simplified prospectus for subscription - details;
- financial statements and balance sheet, in case of increasing the share capital by incorporation of reserves/benefits/share premium (copy);
- evidence of the debts, financial statements and the balance sheet, as appropriate, in case of the increase of the share capital shall be carried out by conversion of some certain, liquid and chargeable debts upon company (copy);
- evidences of issuance, subscription and payment of bonds, the General Assembly decision of the shareholders regarding the issuance of the bonds convertible in shares and the Bondholders Meeting decision, in case that the increase of the share capital shall be carried out by conversion of the bonds in shares;
- As appropriate:
- statements of own responsibility of new partners which have acquired shares attesting to their satisfying the legal conditions to hold such capacity (original) - details;
- 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 the original and, as appropriate, translated by an authorized translator whose signature is authenticated by a notary public for the partners that shall enter into the company;
- certificate, original or certified copy and the translation carried out by an authorized translator whose signature is authenticated by a notary public, from the register where the legal person abroad is registered, attesting its existence;
- 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);
- Declaration on beneficial owner of a legal person - details; form;
- Evidences of payment of legal charges - details:
Note:
- Decisions regarding the increase of the share capital of the cooperative companies and of the agricultural cooperatives shall be mentioned in the trade register and, when provided by law, shall be published in the Official Gazette of Romania, Part. IV and Part. VII, as appropriate, upon request of the legal representatives or their authorized persons.
- 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.
- Assistance departments of the trade register offices attached to law courts may draw up documents, 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.
