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 in the member state where the registered office of the SE is situated
Phase I
- Application for submission of documents and registration of amendmentsby 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 - application form;
- Draft terms of transfer drawn up by the management or administrative body of the SE, original or certified copy - details;
- As appropriate, (special) power of attorney (in authenticated form) or delegation for the persons appointed to fulfill the legal formalities (original);
- Evidences of payment of legal charges - details:
Phase II
- Application for submission of documents and registration of amendments accompanied by the General Assembly decision regarding the approval of the transfer of the registered office, original or certified copy and simple copy - details, taken after a period of two months from the publication of the draft terms - application form;
- 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, also the debts carried out prior to the transfer, original or certified copy;
- As appropriate, (special) power of attorney (in authenticated form) or delegation for the persons appointed to fulfill the legal formalities (original);
- Evidences of payment of legal charges - details:
Phase III
- Striking off the registration ex officio;
- The notification 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.
II. Formalities in the Member State in which the registered office of a SE is moved
- Application for registration in the member state where the SE transfers its registered office - application form;
- Where appropriate, Annex 2 regarding foreign investment - application form;
- Statement Form of own responsibility 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 1 – 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 labour protection for the activities set out in the statement form (model 2);
- 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 - detalii;
- General Assembly decision regarding the approval of the transfer of the registered office, original and certified copy - details;
- Updated statute of the SE including the changes carried out regarding the transfer of the registered office in another member state (original) - details;
- Evidence of verification of company name availability and its reservation thereof and, as appropriate, of the emblem (original);
- Evidences of the registered/secondary office of the SE (copy) - details;
- 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;
- Signature specimens of SE representatives - details;
- As appropriate, for the partners or the legal representatives of the SE, 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 the original and, as appropriate, translated by an authorized translator whose signature is authenticated by a notary public - details;
- 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) - details;
- As appropriate:
- prior endorsements provided for by special laws;
- (special) power of attorney (in authenticated form) or delegation for the persons appointed to fulfill the legal formalities (original);
- Evidences of payment of legal charges - details:
Note:
- 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 registered.
- 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, 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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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.
