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Ministry of Justice
National Trade Register Office

December 06, 2022

 

 

Amendments registered based on the application for submission of documents and registration of amendments

Information note on the processing of personal data

I. Amendments modifying the data registered in the trade register:

  1. Transfer of the shares ownership;
  2. Extension of the validity of the registered office;
  3. Extension of the validity of the secondary office;
  4. Submission of the updated Articles of Association;
  5. Submission of the signature specimen;
  6. Submission of the evidence of the payment of the share capital;
  7. Modification of the contact details (phone number, e-mail address, fax, website).

II. Mentioning in the trade register of some documents:

  1. Mandatory documents in the initial and/or intermediary phase in case of operations regarding the transfer of the parts of the share capital, increasing/decreasing of the share capital, extension of the functioning duration, merger/division, dissolution/liquidation/strike off;
  2. Complaint against the resolution of the director/appointed person, objection against the decision of the General Assembly, application for striking off in compliance with art. 25 of Law no. 26/1990;
  3. Donation, sale, lease or real estate guarantee constituted over the commerce fund;
  4. General Assembly decision on obtaining of a good from a founder/shareholder;
  5. Report on the management of the administrators;
  6. Application for expert appointment;
  7. Financial standing of liquidation;
  8. Court decision;
  9. Registers and documents of the liquidated company;

 

Application for submission of amendments and/or registration of  amendments laid down above shall be accompanied by - application form:

 

  1. Documents based on which is requested the registration of the amendment:
    • For transferring the ownership over the shares, the excerpt of the stock transfer ledger, certified by the administrator of the company;
    • For extending the registered/secondary office, the addendum/new contract for the same address, copy - details;
    • For payments to the share capital - details;
    • For the signature specimen - details;
    • For the phone number – documents attesting the modification of the phone number.
  2. As appropriate:
    • endorsements provided for by special laws (original);
    • (special) power of attorney (in authenticated form) or delegation for the persons appointed to fulfil the legal formalities (original).
  3. Evidences of payment of legal charge - details;

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  1. 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.
  2. The documents whose registration, change or publication is requested at the trade register office attached to the law court shall be drawn up by the applicant in Romanian, shall be legible, without deletions or additions, under the sanction of rejection thereof.

 

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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