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Ministry of Justice
National Trade Register Office

December 06, 2022

 

Documents required for registration in the trade register of the amendment regarding the extension of company’s period of operation

Information note on the processing of personal data

Phase I

  1. Application for submission of documents and registration of amendments (original) - application form;
  2. General Assembly decision of partners/shareholders/sole shareholder (original) - details;
  3. As appropriate, (special) power of attorney (in authenticated form) or delegation for the persons appointed to fulfill the legal formalities (original);
  4. Evidences of payment of legal charges - details:

Phase II

  1. Application for registration (original) - application form;
  2. Excerpt of the Official Gazette of Romania, Part IV, where it was published the decision of extension of the period of operation of the legal person;
  3. Amending document of the Articles of Association regarding the extension of the time of operation of the company (original) - details;
  4. Updated Articles of Association (original) - details;
  5. As appropriate,
    • other prior endorsements provided for by special laws (copy) - details;
    • (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 - detalii:

Note:

  • Extension of the period of operation of a company has to be accomplished before the deadline laid down in the Articles of Association.
  • Application for registration shall be submitted only after 30 days from the date when the General Assembly of Shareholders’/sole shareholder’s decision was published in the Official Gazette.
  • 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.

 

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  1. The General Assembly of Shareholders’/sole shareholder’s decision shall include the following: the heading of the company, number and date, signatures of the authorized persons; where the amending document is an addendum in authentic form, the General Assembly of the Shareholders decision (which is the basis of the addendum) shall not be submitted.
  2. The amending document can be authenticated by a public notary, it can be certified by an attorney in compliance with Law no. 51/1995 as amended, it can contain granting a definite date by the public notary or by the assistance departments of the trade register offices, it can be concluded under private signature; the authentic form of the amending document is mandatory for general partnership and limited partnership.
  3. The registration of the amendment regarding the extension of the period of operation of a company shall be carried out in one phase, if the 30 days period of opposability (from the date when the General Assembly of Shareholders decision/modifying addendum was published in the Official Gazette) was accomplished within the deadline set for the company life;
  4. If  the Articles of Association or the amending documents contain the clause  regarding the company life set out for a limited period is extended by law with the same period, the application for registration shall be accompanied by:
    1. the written confirmation of the partners regarding the extension of the period according to the law,
    2. the evidence that the publicity through the Official Gazette was carried out before the initial deadline,
    3. the evidences  of payment of legal fees/charges.
  5. The legal fees may be paid in cash or by bank card at the trade register office pay desks as well as by post order or by payment order etc.
  6. In case the documents attesting to the registration in the trade register are sent by post, a fee approved by Order of the Minister of Justice shall be charged.

 

 

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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