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Ministry of Justice
National Trade Register Office

May 27, 2024

 

Documents required for the registration in the trade register of the amendment regarding the transmission of equity shares and parts of share capital of general partnerships, limited partnerships, private limited companies, Economic Interest Groups and European Economic Interest Groups set up in compliance with the Law no. 31/1990, as republished and subsequently amended and supplemented, Economic Interest Group and European Economic Interest Group (set up based on the Law no. 161/2003, as subsequently amended and supplemented)

Information note on the processing of personal data

  1. Application for registration (original) - application form - details;
  2. Amending document of the Articles of Association (General Assembly decision of shareholders/sole shareholder). The amending document shall be drawn up in authenticated form for general partnerships, limited partnerships, Economic Interest Groups and European Economic Interest Groups, original - details; Indicative model of sole shareholder decision/General Assembly decision;
  3. Updated Articles of Association, original - details
  4. Identity documents of natural persons (copy certified by the part) and, as appropriate, of the certificates of registration of the legal persons that get the quality of partners - details;
  5. founders, administrators, managers, members of the Supervisory Committee, members of the Directorate, financial auditors, as appropriate (copy certified by the part);
  6. legal or testamentary inheritance
  7. Transfer agreement, in original; if the amending document includes all the provisions regarding the rights and the obligations of the assignors and the assignees and has been signed by them, the transfer agreement shall not be presented anymore;
  8. Certified copies of identity documents of the natural persons and, as appropriate, of the certificates of incorporation of the legal persons who shall acquire partner status - details;
  9. In case of acquiring parts of share capital by succession, shall be submitted, as appropriate: the death certificate and the certificate of inheritance or irrevocable court decision attesting this quality (copies); if provided by the clause of company continuation with legal successors, the statement of partners attesting their agreement with the company continuation (original), the document of appointing of a curator (copy), issued by the tutelary authority, in case the successors are infants;
  10. Statements of own responsibility of the sole shareholder/new partners who acquired by transfer or inheritance parts of share capital/new administrators, attesting to their satisfying the legal conditions to hold such capacity (original) - details;
  11. As appropriate, for the new partners entering into the company, the 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, in case the transmission of the equity shares or parts of share capital shall be made by a person outside the company - details;
  12. Certificate issued by the register where the legal person abroad is incorporated attesting its existence (original or copy) - details;
  13. As appropriate:
    • auction deed;
    • document of transmission in the form asked by the law for the donation contract, in case of transmission by donation of parts of share capital/equity shares;
    • 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);
  14. Declaration on beneficial owner of a legal person - detailsform;
  15. Evidences of payment of legal charges - details:

*Documents laid down in pt. 4 and 5 shall not be requested/presented in case the acquisition of parts of share capital takes place by succession for the companies with sole shareholder, in this case the document sent for publication in the Official Gazette of Romania is the resolution of the director/appointed person.

 

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 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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