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Ministry of Justice
National Trade Register Office

May 27, 2024

 

Documents required for the conversion of a public limited company  in an European company (SE) having the registered office in Romania if it has had a subsidiary company governed by the laws of another member state for at least two years

Information note on the processing of personal data

Phase  I

  1. Application for registration (original) - application -form - details;
  2. Draft terms of conversion drawn up by the management or administrative body of the company, original - details;
  3. The explanatory and justifying report  regarding legal and economic aspects of the conversion and the consequences resulted from the adoption of the SE form for the shareholders and employees - details;
  4. Evidence regarding the empowerment of the person appointed to fulfil the legal formalities (original) - details;
  5. Evidences of payment of legal charge - details:

Phase  II

  1. Application for registration (original)- application form - details, on the conversion of a public limited company in a SE;
  2. Where appropriate, Annex 2 regarding foreign investment - application form;
  3. General Assembly decision for approving the draft terms of conversion and of the Articles of Association of SE (taken after at least one month from the approval pf the draft terms of conversion) - details; 
  4. 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; 
  5. Articles of Association corresponding to the new formed company - details;
  6. Evidences regarding fulfilment of the specific conditions laid down in art. 12 paragraph 2 of the Regulation no. 2157/2001, in original or copy certified by the part, namely the agreement on the methods of participation and involvement of employees in SE activity or the evidence that negotiations took place without reaching an agreement - details;
  7. Evidences attesting the company has had a subsidiary company governed by the laws of another member state for at least two years or a branch situated into another EU member state or the evidence that a company or a legal entity with the nationality of another member state holds a percentage of the capital within the public limited company that convers - details;
  8. Evidences attesting paying up the minimum required capital requested by Regulation no. 2157/2001 of the Council (EC) and carrying out the corresponding payments - details;
  9. As appropriate, evidence of verification of company name availability and its reservation thereof - details;
  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 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 (original);
  12. Certificates issued by the competent authorities in the area where the legal entities involved have their registered offices, with registered office and head office within EU, attesting that they function and have their registered office and head office within the EU (original and translated copies);
  13. Information from the fiscal record (original) - details;
  14. Identity documents of administrators, directors, members of the Supervisory Committee, members of the Directorate, financial auditors, as appropriate, certified copy of the part;
  15. For founder legal person – document of incorporation (certified copy of the part) and mandate for the person authorized to sign the Articles of Association in the name and on behalf of the founder legal person (original) - details;
  16. Evidence of publishing the draft terms of conversion (evidence of carrying out the disclosure of the draft terms of conversion in the Official Gazette of Romania is carried out by the care of the personnel of the trade register office ex officio);
  17. 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”;
  18. If applicable: 
    • evidence regarding the empowerment of the person appointed to fulfil the legal formalities (original) - details;
    • Evidences on the registered/secondary office of the SE (copy) - 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;
  19. Evidences of payment of legal charge - details:
    • Official Gazette (“Monitorul Oficial”) Part IV publication charge;
  20. Evidences of the payment of the amounts representing the expenses for carrying out the publicity in JOUE.

 

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).
  • A SE is governed by:
    • the provisions of the Council Regulation (EC) no. 2157/2001 on 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;
    • if the nature of the activities carried out by a SE is governed by the specific provisions of the internal law, these provisions apply entirely to SE.
  • Art. 7 of the Council Regulation (EC) no. 2157/2001 - the registered office of a SE is situated within the territory of the Community in the same member state as the central administration. Additionally, a member state may impose SE registered on his territory the obligation of situating its central administration and its registered office in the same place.
  • Art. 11 of the Council Regulation (EC) no. 2157/2001:(1) Designation of a SE is preceded or followed by the “SE” abbreviation. (2) This abbreviation may be used only by a SE.(3) Nevertheless, the companies and legal entities set up in a member state prior to the date of entry into force of the present Regulation, in whose name appears the designation "SE", are not required to change their name.
  • 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 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.

 

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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