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Ministry of Justice
National Trade Register Office

October 01, 2022

 

Documents required for registration in the trade register of the amendments related to changing the members of the bodies of administration and/or of management and of control or of the representatives of the legal persons holding such capacity and modification of their personal data

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/ sole shareholder or the addendum of the Articles of Association) namely Board of directors/ Supervisory Committee decision (original) - details;
  3. Updated Articles of Association in case of the General Partnerships, Limited Partnerships, Economic Interest Group and, as appropriate, Private Limited Companies (original) - details;
  4. Statements of own responsibility of the new administrators/managers/Supervisory Committee members/members of the Directorate/persons authorized to represent the  branch, financials auditors or of the natural persons representing the legal person appointed as administrator or auditor, attesting to their accepting the nomination and their satisfying the legal conditions to hold such capacity (original) - details;
  5. Identity documents of the new members of the management and control bodies or of the new representative of the legal person who fulfills this capacity (copy) - details;
  6. 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, in original and, as appropriate, translated by an authorized translator whose signature is authenticated by a notary public - details;
  7. Certificate issued by the financial auditors regarding guarantees in case of changing the members of the administration and/or management bodies of an Economic Interest Grouping and of the cooperative companies (original or certified copy);
  8. As appropriate:
    • signature specimens of the administrators/managers/members of the Directorate - details;
    • registration document of the Romanian legal persons that hold the capacity of administrator/manager/member of the Directorate - details;
    • 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).
  9. Declaration on beneficial owner of a legal person - detailsform;
  10. Evidences of payment of legal charges - details:

Note:

  • In case of the private limited companies, the change of the financial auditors/auditors shall not be considered a change of the Articles of Association; therefore, the updated Article of Association shall not be submitted.
  • In case of public limited companies and partnerships limited by shares, the change of the administrators/managers/members of the Supervisory Committee/financial auditors and auditors shall not be considered a change of the Articles of Association; therefore, the updated Articles of Association shall not be submitted.
  • 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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