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Ministry of Justice
National Trade Register Office

December 02, 2022

 

Documents required for registration in the trade register of the amendment regarding the change of the legal form of a company (art. 205 of Law no.31/1990, as republished)

Information note on the processing of personal data

  1. Application for  registration (original) - application form;
  2. Amending document of the Articles of Association (General Assembly decision of partners/shareholders, sole shareholder decision), (original) - details;
  3. Articles of Association for the new legal form of the company (original) - details;
  4. Certificate of incorporation (original) - details;
  5. As appropriate:
    • evidences that the partners paid up the new contributions for increasing the share capital - details (copies - details);
    • 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 3 - item 6, Footnote - 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 labor protection for the activities set out in the statement form (model 3 - original);
    • 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 - details:

Note:

  • In compliance with the provisions of art.180 of Law no.31/1990, as republished and subsequently amended and supplemented, in case the stock transfer ledger is kept by an authorized private independent registrar, the company name and its registered office shall be mentioned in the trade register, as well as other amendments in regarding these elements of identification.
  • 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.

 
AMENDMENTS - Legal Persons
 
 
 
 
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