Site under construction!

Ministry of Justice
National Trade Register Office

December 06, 2022

 

Documents required for 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 Law no.31/1990, as republished and subsequently amended and supplemented

Information note on the processing of personal data

  1. Application for registration (original) - application form;
  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; *
  3. Updated Articles of Association, original - details*
  4. 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;
  5. 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;
  6. 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;
  7. 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;
  8. 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;
  9. Certificate issued by the register where the legal person abroad is incorporated attesting its existence (original or copy) - details;
  10. 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);
  11. Declaration on beneficial owner of a legal person - detailsform;
  12. 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:

  • Transmission of ownership of shares, excepting the shares owned by active partners of partnerships limited by shares, shall not be registered in the trade register; if registration of such amendments is still requested, these shall be done based on the stock transfer ledger excerpt, certified by the administrator of the company, who shall certify the transmission in this register. Registration shall be requested by filling out the application – form “Application for submission of documents and registration of amendments” to which shall be attached the evidence of payment of legal fees.
  • Settlement of the application lies with the director of the trade register office attached to the law court and/or the appointed person or persons who may dispose submission of proving documents other than the ones already specified.
  • Assistance departments of the trade register offices attached to law courts may draw up documents, grant a definite date or provide for guidance for properly filling out the application for registration, against payment of a fee.
  • 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. Model
  • Forms are available at the trade register offices.
  • 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
 
 
 
 
Site under construction!