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Ministry of Justice
National Trade Register Office

December 06, 2022

 

Other amendments laid down in pt. 4.6. of the application for registration approved by Order of the Minister of Justice no. 1355/C/2009

Information note on the processing of personal data

  • Mentioning in the trade register of the private authorized independent registrar which keeps the stock transfer ledger, as laid down in art.180 paragraph (4) of Law no.31/1990, as republished and subsequently amended and supplemented (General Assembly of Shareholders decision);
  • Declaration of modification of the open public limited company into an unlisted public limited company, in compliance with the law (General Assembly of Shareholders decision);
  • The conversion of the shares from one category to another, from bearer shares into registered shares, as well as preferred shares with priority dividend without voting right in compliance with art. 95 paragraph (5) of the Law no. 31/1990, as republished and subsequently amended and supplemented (AGA decision);
  • Change of nominal value of a share/part of share capital/equity share and number of shares/parts of share capital/ equity shares (General Assembly of Shareholders decision);
  • Donation, sell, lease or security real estate constituted on the stock in trade, in compliance with art. 21 lit. a) of Law no.26/1990, as republished and subsequently amended;
  • Modification of the surname and the first name, citizenship, personal number – for Romanian citizens, series and number of the passport – for foreign citizens, date and place of birth of the authorized person or of the fiscal representative, as appropriate, in compliance with art. 21 lit. b) of Law no.26/1990, as republished and subsequently amended;
  • Patent documents, factory marks, trademarks or service marks, designations of origin, indications of origin or other markings on which legal person has a right, in compliance with art.21 lit. c) of Law no.26/1990, as republished and subsequently amended (evidence of the existence of right);
  • As appropriate, amendments laid down in art. 24 of Law no.26/1990, as republished and subsequently amended and supplemented, regarding: opening of a judicial or extrajudicial procedure of insolvency on the professional abroad; the dissolution of the company abroad, names and powers of the liquidators; closing the branch set up in Romania by a company with the registered office abroad;
  • Mentioning the submission of the updated Articles of Association of the company in the trade register.

 

The application for registration - application form, in the trade register of amendments laid down above shall be followed by:

  1. Documents on which the request for the amendment is made;
  2. 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);
  3. Declaration on beneficial owner of a legal person - detailsform;
  4. Evidences of payment of legal charges - details:

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  • 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.
  • 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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