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Ministry of Justice
National Trade Register Office

December 02, 2022

 

Documents required for conversion of a public limited company with registered office and head offices within the EU in an European company (SE) 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 submission of documents and registration of amendmentsby which the draft terms of conversion and an explanatory report regarding the legal and economic aspects of the conversion shall be submitted for publication in compliance with the law of the member state where the SE registered office is situated - application form;
  2. Draft terms of conversion drawn up by the management or administrative body of the company, original or certified copy - 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. As appropriate, (special) power of attorney (in authenticated form) or delegation for the persons appointed to fulfill the legal formalities (original);
  5. Evidences of payment of legal charges - details:

Phase  II

  1. Application for registration the conversion of a public limited  company in a SE - application form;
  2. Where appropriate, Annex 2 regarding foreign investment - applicatin form;
  3. General Assembly decision by which the conversion of a public limited company in a SE is approved - details;
  4. Articles of Association for the new formed company - details;
  5. Evidences regarding fulfilment of the specific conditions laid down in the Regulation no. 2157/2001, art. 12 paragraph 2, concerning:
    • the agreement on the methods of participation and involvement of employees in SE activity, or
    • the evidence of a decision to conclude the agreement procedure regarding the participation and involvement of employees in SE activity, or
    • the evidence that after setting up the special negotiating body to conclude the agreement regarding the involvement of employees in SE activity, the negotiation process continued over a period of at least 6 (six) months without reaching an agreement;
  6. Evidences attesting the company has had a subsidiary company governed by the laws of another member state for at least two years;
  7. Evidences attesting paying up the contribution and/or the evidence of ownership of the contribution in kind, as well as the evidence of the evaluation of the contribution in kind or the expertise report - details;
  8. Evidence of explicit acceptance of the mandate of the administrator/member of the Directorate or the appointment as financial auditor/auditor;
  9. As appropriate, evidence of verification of company name availability and its reservation thereof and/or emblem;
  10. Evidences of the registered/secondary office of the SE (copy) - details;
  11. 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, attesting to no fiscal debts, in the original and, as appropriate, translated by an authorized translator whose signature is authenticated by a notary public - details;
  12. Statements of own responsibility, as appropriate, of the founders/administrators/managers/ members of the Supervisory Committee/members of the  Directorate/financials auditors or of the natural persons representing the legal person appointed as administrator or auditor, attesting to their satisfying the legal conditions to hold such capacity - details;
  13. 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) - details;
  14. 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);
  15. Signature specimens of SE representatives - details;
  16. Identity documents of administrators, managers, members of the Supervisory Committee, members of the Directorate, financial auditors, as appropriate, certified copy of the part;
  17. For founder legal person – document of incorporation (certified copy of the part), decision of the statutory body regarding participation to company setting up and mandate for the person authorized to sign the Articles of Association in the name and on behalf of the founder legal person (original);
  18. Statement  Form of own responsibility attesting to the authorization of operation - application form;
  19. As appropriate (special) power of attorney (in authenticated form) or delegation for the persons appointed to fulfill the legal formalities (original).
  20. Evidences of payment of legal charges - details:

Note:

  • The SE acquires legal personality starting the date of incorporation in the register specified by the law of the member state where its registered office is situated.
  • The registered office of a SE is situated within the EU, in the same member state where its head office is.
  • A member state may impose to a SE set up within its territory to have both head and registered office in the same place.
  • OA 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.
  • Designation of a SE is preceded or followed by the “SE” abbreviation. This abbreviation can be used only by a SE, excepting other legal entities set up in a member state prior to the date of entry into force of the Regulation, which are not required to change their name.
  • Incorporation and striking off a SE shall be published in the Official Journal of the European Community within one month of the publication carried out in compliance with the law of the member state where its registered office is situated; the announcement shall specify the company name, number, date and place of incorporation of the SE, date, place and title of the publication, as well as the registered office and field of activity of the SE.
  • Information mentioned above shall be transmitted to the Publications Office of the European Union within one month from the publication carried out in the member state.
  • The conversion of a public limited company in a SE shall not result in dissolution of the company or in the setting up of a new legal person.
  • The registered office shall not be transferred from one member state to another at the conversion time.
  • 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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