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Ministry of Justice
National Trade Register Office

May 26, 2024

 

Documents required for registration in the trade register of the transfer of the registered office of a SE in another member state

Information note on the processing of personal data

I. Formalities on the transfer of the registered office of a SE from Romania into another member state 

Phase I

  1. Application for registration (original) - application form - details; by which the draft terms of transfer drawn up as laid down in art.8 of the Council Regulation (EC) no. 2157/2001 shall be submitted for publication in compliance with the law of the member state where the registered office of SE is situated - details;
  2. Draft terms of transfer drawn up by the management or administrative body of the SE, in original or certified copy - details;
  3. As appropriate, evidence regarding the empowerment of the person appointed to fulfil the legal formalities (original) - details;
  4. Evidences of payment of legal charge - details:

Phase II

  1. Application for registration (original) - application form - details;
  2. General Assembly decision on the approval of the transfer of the registered office, in original or in certified copy and in simple copy, adopted after a period of two months from the publication of the draft terms - details;
  3. Evidences regarding the protection of creditors’ interests in relation to debts carried out prior to publishing the draft terms of transfer or, if the law of the member state provides for, also the debts carried out prior to the transfer, original or certified copy;
  4. As appropriate: 
    • evidence regarding the empowerment of the person appointed to fulfil the legal formalities (original) - details;
    • final court decision for rejection the opposition to the draft terms of transfer;
  5. Evidences of payment of legal charge - details:

Phase III - Striking off - details

  1. Striking off the registration (ex officio) - details;
  2. The certificate issued by the register of the member state, where the registered office has been transferred, attesting the incorporation of the SE as a result of the transfer;
  3. Evidences of payment of legal charge - details:
    • Official Gazette (“Monitorul Oficial”) Part IV publication fee;
  4. Evidence of the payment of the amounts representing the expenses for carrying out the publicity in JOUE (original) - details.

II.  Formalities on the transfer of the registered office of a SE from another member state in Romania

  1. Application for registration (original) - application form - details;
  2. Annex regarding fiscal registration – application-form, instructions for filling in the application – form “Cerere de înregistrare fiscală” (Application for fiscal registration) and, where appropriate, Annex regarding the foreign investment – application-form;
  3. Statement form on own responsibility on the fulfilment of the conditions of functioning/carrying out the activity for the registered office and/or the secondary offices or, as appropriate, to third parties - application-form - details; 
  4. Certificate issued by the Court of Law, the notary public or other competent authority attesting the conclusion of  documents and the formalities prior to transfer - details;
  5. General Assembly decision regarding the approval of the transfer of the registered office, original and certified copy - details;
  6. Updated statute of the SE including the changes carried out regarding the transfer of the registered office in another member state (original) - details;
  7. Evidence of verification of company name availability and its reservation thereof (original) - details;
  8. Evidences of the registered/secondary office of the SE (copy) - details;
  9. Documents required for registration of other amendments of the Articles of Association, if such amendments were carried out at the same time with the transfer of the registered office;
  10. As appropriate, for the partners or the legal representatives of the SE, 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 the original and, as appropriate, translated by an authorized translator whose signature is authenticated by a notary public - details;
  11. Statements of own responsibility of the representatives of the legal entities involved in the setting up, attesting that these legal entities are not in a process of liquidation, insolvency (legal reorganization, bankruptcy) or other procedures with similar effect in the state where the company was prior registered (original);
  12. Identity documents of administrators, directors, members of the Supervising Committee, members of the Directorate, censors – as appropriate (copy certified by the part);
  13. Information from the fiscal record of the natural persons who have the obligation of presenting the certificate of fiscal record (obtained by the trade register office attached to the law court, ex officio, from NAFA - National Agency for Fiscal Administration), in original - details;
  14. Declaration on beneficial owner of a legal person - details;  application-form; indicative model of the declaration on the beneficial owner (document under private signature); Guidance for filling in the “Declaration on the beneficial owner”;
  15. As appropriate:
    • evidence of authorisations/endorsements issued by the competent authorities as a preliminary condition to the incorporation in the trade register when the release of such authorisations/endorsements is provided for by the law, the evidences regarding the fulfilment of the conditions provided for by special laws, according to the field of activity (original or certified copy) – details;
    • evidence regarding the empowerment of the person appointed to fulfil the legal formalities (original) - details;
    • endorsement of the owners’ association regarding the change of destination of collective residential buildings, pursuant to Law no.196/2018 (application-form to be filled out, original) - details;
  16. Evidences of payment of legal charge - details:
  17. Evidence of the payment of the amounts representing the expenses for carrying out the publicity in JOUE (original) - details.

 

Note:

  • The information from the fiscal record of the natural persons who have the obligation of presenting the fiscal record certificate are obtained by the trade register office, ex officio, from NAFA (National Agency for Fiscal Administration).
  • The SE acquires legal personality starting with the date of incorporation in the register specified by the law of the member state where its registered office is located.
  • The registered office of a SE is located within the EU, in the same member state where its head office is.
  • A member state may impose to a SE incorporated within its territory to have both the head as well as the registered offices in the same place.
  • A SE is governed by:  
    • the provisions of the Council Regulation (EC) no. 2157/2001 regarding the Statute of the European company (SE);
    • the provisions of the Statute of the SE, if the Regulation allows it explicitly
      or
    • in the absence of some provisions or partial provisions in the Regulation, by:
      (i) the legal provisions adopted by the member states for the implementation of Community measures regarding SE;
      (ii) the legal provisions of the member states applicable to a public limited-liability company set up in compliance with the law of the member state where the registered office of the SE is situated;
      (iii) the provisions of the Statute of the company, in the same conditions as for a public limited-liability company set up in compliance with the law of the member state where the registered office of the SE is situated;
    • the legal provisions adopted by the member states especially for a SE;
    • these provisions that apply entirely for a SE, if the nature of the activities carried out by a SE is governed by the specific provisions of the internal law.
  • The draft terms of transfer shall be published in compliance with the law of the member state where its registered office is situated. The application for registration shall be accompanied by the evidence of publicity of the draft terms of transfer, in compliance with the law applicable in the member state where the company is incorporated.
  • Transfer of the registered office of a SE and the consequent amendments of the statute shall take effect starting the date of the incorporation of the SE in the trade register where the new registered office is situated.
  • Starting with the publication of the new incorporation of the SE, the new registered office shall become opposable to third parties.
  • A SE for which has been started the proceedings of dissolution, liquidation, insolvency or suspension of payments or other similar proceedings shall not be able to transfer its registered office. 
  • The application for registration in the trade register is settled by the registrar, based on documents, within one working day from the registration of the application, who may order the administration of other supporting documents than those listed (Procedure before the registrar).
  • The conclusion of the registrar regarding the settlement of the application for registration in the trade register is published in the Electronic Bulletin of the Trade Register (BERC) and it may be viewed, free of charge, by accessing the online service portal of NTRO.
  • The extract of the registrar's conclusion regarding the incorporation of a legal person is published in the Official Gazette of Romania, Part IV.
  • The applicant may file a complaint against the registrar's conclusion – details.
  • Through the assistance departments within the trade register offices attached to the law courts, assistance services are provided upon request- details;
  • 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 - details.
  • The forms for the applications and the statement – forms may be accessed on the webpage of the institution at www.onrc.ro, section “Informații de interes public” (Public information), item “Formulare tip” (Application-forms), on the online services page, at https://portal.onrc.ro, item “Formulare offline RC/RBR” (Offline application-forms for the trade register/register of beneficial owners) and they shall be distributed free of charge to each trade register office attached to the law court.
  • The application for registration (signed holographically or with qualified electronic signature) together with the documents required for the registration shall be submitted to the desk-office or it may be sent by services of mail or courier or by electronic means to the trade register office in whose area their registered office is situated by the persons mentioned by art. 79 - 81 of the Law no. 265/2022, personally or by mandator. 
  • When transmitting by electronic means, the documents required for registration are submitted, according to the law, in electronic format, signed with a qualified electronic signature or, as the case may be, in a copy certified by the part with a qualified electronic signature (art. 84 of Law no. 265/2022).
  • The application for registration, as well as the documents in its support, are submitted to any of the trade register offices (art. 85 of Law no. 265/2022).
  • The applicants of the registration and, as the case may be, their legal representatives/mandators are responsible, pursuant to the law, for the legality, authenticity, accuracy of the data contained in the applications for registration and in the supporting documents submitted by them (art. 86 of Law no. 265/2022).
  • The application for registration in the trade register is submitted, unless the law provides otherwise, within 15 days from the date of conclusion of the articles of association or of the amending document, in the case of legal persons.
  • The application for registration needs to be accompanied by all the data and documents proving the fulfilment of the conditions for registration and, where appropriate, by the evidence of payment of the charge according to the request, specified by the calculation note drawn up by the trade register office attached to the law court.
  • The lack of a mandatory element of the application for registration or one of the mandatory documents in support of them attracts the rejection of the application for registration (Art. 77 of Law no. 265/2022).
  • The application sent in electronic form, through the online services portal or by e-mail, shall be signed with qualified electronic signature - details.
  • In case the documents are sent by mail, the identity document of the requester shall be attached, in a photocopy holograph certified by the bearer regarding the compliance with the original.
  • The documents whose registration, mentioning or publication is requested to the trade register office attached to the law court shall be edited by the applicant in Romanian, shall be legible, without any deletions or completions, under the sanction of their rejection - details.
  • Releasing documents – details.

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The same documents shall be submitted if it is required registration in the trade register and fiscal registration of a European Cooperative that transfers its registered office from another member state to Romania.

 

 

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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