Commerce Register Law
Law no. 265 of July 22, 2022, on the Trade Register and for the amendment and completion of other normative acts affecting the registration in the Trade Register
EMITENT
PARLAMENTUL ROMÂNIEI
Published in the MONITORUL OFICIAL no. 750 of July 26, 2022
The Parliament of Romania enacts this Law.
Chapter I General Provisions
Section 1 Scope
Article 1
This law regulates:
a) registration procedure with the Trade Register based on the control of the Trade Register or, as the case may be, based on the court decision;
b) the status of the trade register keeper, hereinafter referred to as the register keeper;
c) the organization and functioning of the National Office of the Trade Register, hereinafter referred to as ONRC, and of the trade register offices attached to the courts, hereinafter referred to as trade register offices.
Article 2
The provisions of this Act shall not apply to services provided in the context of the freedom to provide cross-border services, as provided for in Article 56 of the Treaty on the Functioning of the European Union.
Article 3
(1) For the purposes of this Act, the following terms have the following meanings:
a) "constituire" - the entire process of establishing a legal entity in accordance with the law, including the drafting of the articles of association and all necessary steps for its registration with the trade register;
b) registration - any registration in the trade register, including:
- Registration in the trade register of legal entities subject to this obligation under the law;
- registration with the trade register, before the start of the economic activity, of self-employed persons, individual enterprises and family enterprises;
- registration with the trade register, before the start of economic activity, of branches of Romanian or foreign legal entities subject, according to the law, to this obligation;
- registration of mentions in the trade register regarding the acts and facts for which the law provides this obligation, registration of mentions regarding the submission of documents, registration of mentions concerning the submission of standard declarations on one's own responsibility regarding the fulfillment of operational conditions and the data contained therein;
- the registration in the trade register of operations provided by law, communicated by the competent authority or public institution;
c) online incorporation procedure - the incorporation procedure of a company in which the conclusion of the constitutive act and registration in the trade register are carried out entirely by electronic means;
d) applicant - the professional, as defined in Article 3 of Law No. 287/2009 on the Civil Code, as republished, with subsequent modifications and additions, a natural or legal person subject to registration in the trade register or a person interested in registering an act or fact in the trade register or in other registers kept by the ONRC, as well as, where applicable, a person who requests the provision of a service by the ONRC or by the trade register offices;
e) empowered - the in-house legal advisor of the legal entity, the self-employed individual, the sole proprietorship or the family business, the lawyer empowered by a power of attorney, the person empowered by a special or general power of attorney in authentic form, to sign and/or file applications on behalf of the natural or legal person, other natural persons employed by the legal entity, the self-employed individual, the sole proprietorship or the family business, empowered to file applications or collect documents from/to the trade register;
f) the legal representative - the person who, under the law, as an organ or member of an organ, represents the professional legal person in relations with third parties and in court, respectively the representative of the legal person who directly deals with the activities of the branch, as well as the representative of the family business, who, in one of these capacities, is registered in the trade register;
g) the single office - a structure within the commercial register office, where registration requests, model declarations on one's own responsibility regarding the fulfillment of the conditions for functioning or carrying out the activity and, if the case, other documents or requests are submitted;
h) tax registration - the recording by the tax authorities of professionals subject to the obligation to register in the trade register, by assigning a unique registration code;
i) status – information reflecting the various stages of the existence of a professional, natural or legal person, subject to registration in the trade register: operational, dissolved, in reorganization, in liquidation, insolvent, bankrupt, temporarily suspended, struck off and other similar information provided by law;
j) company name - the name under which the professional who is obliged to register in the trade register carries out his activity and signs;
k) constitutive act - the document by which the legal person is constituted and which designates both the unique inscription and the company contract and / or the statute;
l) authorization to operate - the applicant assumes responsibility for the legality of the activities declared by submitting the standard declaration on his own responsibility;
m) standard charter form - a model charter that includes a predefined set of clauses and which can be used in the online incorporation procedure of companies, as well as in the registration procedure of companies with the trade register, in accordance with the provisions of this Law;
n) application form - model de cerere sau alt document utilizat în procedura de înregistrare și autorizare a funcționării sau desfășurării activității;
(o) qualified electronic signature - the electronic signature within the meaning of Article 3 point (12) of Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC, hereinafter referred to as Regulation (EU) No 910/2014, which is based on a qualified certificate issued by a qualified trust service provider in Romania or in another Member State of the European Union, included in the list published by the European Commission in accordance with Article 9 of that Regulation, and which is used in the online incorporation procedure, as well as in the electronic registration and provision of information or documents from the trade register or from other registers kept by the ONRC;
p) qualified electronic seal - advanced electronic seal within the meaning of Article 3 point (27) of Regulation (EU) No 910/2014, which is created by a qualified electronic seal creation device and which is based on a qualified electronic seal certificate; it is used in the online incorporation procedure, as well as in the electronic registration and provision of information/documents from the trade register or from other registers kept by the ONRC or from the Electronic Bulletin of the Trade Register;
electronic means - electronic equipment used for processing, including digital compression, and storing data, through which information is sent to the source, directed, and received at the destination, namely, electronic mail and the online services portal of ONRC;
(r) trade fund - the set of movable and immovable, corporeal and incorporeal goods - trademarks, trade names, emblems, invention patents, commercial goodwill - used by an economic operator for carrying out its activity and attracting and retaining customers.
s) Member State - a Member State of the European Union or a State participating in the European Free Trade Association.
(As of 23-07-2023, Paragraph (1), Article 3, Section 1, Chapter I was supplemented by Point 1., Article II of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )
(2) For the purposes of this Act, the terms electronic identification means and electronic identification system shall have the meanings set out in Article 3(2) and (4) of Regulation (EU) No 910/2014.
Section 2 The Trade Register - a public service of general interest
Article 4
(1) The Trade Register is the public service of general interest ensuring the registration and publicity of self-employed natural persons, individual undertakings and family undertakings, the registration and publicity of professional companies, European companies, cooperative societies, European cooperative societies, credit cooperative organizations, economic interest groups and European economic interest groups with their head office in Romania, the registration and publicity of their branches as well as of the branches of the legal persons listed with their head office abroad.
(2) Professionals whose organization, functioning and record-keeping are regulated by special normative acts that do not provide for this registration obligation are not subject to the obligation to register with the trade register.
Article 5
(1) Registration with the trade register is based on the conclusion of the registrar's decision resolving the registration applications or, as the case may be, on a final court decision or, where the law provides for it, an enforceable decision. In the event that registration is ordered by a court decision, it can also be carried out on the basis of the procedural act which sets out the decision of the court.
(2) The decision of the register is enforceable, unless the law provides otherwise.
Article 6
(1) The trade register is kept by the ONRC in an IT system, and registration in the trade register and in other registers kept by the ONRC shall be effected electronically.
(2) The activity of ONRC is supported by a primary data center and a secondary data center, both located on the territory of Romania.
Article 7
(1) The commercial register is structured into the following categories of registers:
a) a register for the recording of companies, national companies, national societies, autonomous administrations, economic interest groups, European companies, European economic interest groups, and other legal entities expressly provided for by law, with their principal place of business in Romania, their branches, and, where applicable, the branches of legal entities with their principal place of business abroad;
b) a register for the registration of cooperatives and European cooperatives with their head office in Romania, of their branches and, where appropriate, of the branches of cooperatives or European cooperatives with their head office abroad;
c) a register for recording natural persons, individual enterprises and family enterprises, having their professional seat and, where appropriate, branch offices in Romania.
(2) Each professional registered in the trade register shall bear a trade register number, starting with number 1 each year, granted at national level from the Central Trade Register.
(3) The manner of keeping records, making registrations, and providing services by the ONRC and the trade register offices shall be established by order of the Minister of Justice.
Article 8
(1) The Trade Register Office shall keep a file of registration applications, supporting documents, documents on the basis of which the entries in the trade register are made, and documents certifying the making of the entry, for each registered trader.
(2) The documents provided for in para. (1) shall be archived by the ONRC or, as the case may be, by the offices of the trade register, in electronic form in a format that allows reading and searching on a computer or in the form of structured data.
(3) Documents and information submitted on paper are converted to electronic format by the ONRC and the trade register offices as soon as possible.
(4) By way of derogation from the provisions of para. (3), documents filed on paper before 31 December 2006 inclusive shall be converted into electronic format by the ONRC and the offices of the trade register upon receipt of a registration request or a request for the release of copies or certified copies of such documents, transmitted by electronic means.
Article 9
(1) The Trade Register kept by the ONRC is part of the system for interconnecting the trade registers of the Member States, hereinafter referred to as the system for interconnecting the trade registers.
(As of 23-07-2023, Paragraph (1), Article 9, Section 2, Chapter I was amended by Point 2., Article II of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )
(2) The Commercial Registers Interconnection System is made up of the commercial registers of the Member States of the European Union and the European Central Platform. At European level, the electronic access point to the interconnection system is the European e-Justice portal. At national level, the access point for the interconnection of commercial registers is the central commercial register.
(3) Through the system of interconnection of commercial registers, the commercial register makes available to the public documents and information on professionals registered in the commercial register.
(4) The trade register office shall, through the cross-border trade register interconnection system, exchange documents and information free of charge with the trade registers of the Member States in the case of cross-border transformation, merger and division operations and of branches established by companies having their head office in the Member States.
(As of 23-07-2023, Paragraph (4), Article 9, Section 2, Chapter I was amended by Point 2., Article II of the Law no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )
(5) The ONRC ensures the interoperability of the trade register with the system for interconnecting trade registers of the Member States of the European Union, documents and information being available in a standard message format and accessible by electronic means, in compliance with security standards for data transmission and exchange, under the law.
(6) The ONRC may establish, through the trade register, optional access points to the system of interconnection of trade registers. The establishment of optional access points is approved by order of the Minister of Justice.
Article 10
For identification, including in communication between the commercial registers of the member states through the interconnection system, professionals registered in the commercial register also have a unique European identifier, hereinafter referred to as EUID, the structure of which is approved by order of the Minister of Justice.
Article 11
(1) The Commercial Register is public. The Commercial Register Office shall, at the request and expense of the interested person, in Romanian, in compliance with the legislation on the protection of personal data, provide information and certificates on the data registered in the Commercial Register, as well as certificates that a certain act or fact is not registered, copies and/or certified copies of all registered or submitted acts or of any part thereof, in the form in which they were submitted in support of registration requests.
(2) The request for release of information and documents can be submitted at the counter, sent by post or courier services or by electronic means, and must be accompanied, except for the request signed with a qualified electronic signature, by a copy of the identity document.
(3) The Trade Register Office shall issue, by electronic means, the documents provided for in para. (1) in electronic form, signed with a qualified electronic signature or with a qualified electronic seal, as the case may be, or on paper, at the headquarters of the ONRC and of the trade register offices, respectively through postal or courier services.
(4) Copies are certified for compliance. Those in electronic format are certified by applying the electronic signature. Upon request, copies without the formality of certification can also be issued.
(5) Electronic copies of the documents and information referred to in para. (1) shall be made available to the public also through the system for interconnecting the commercial registers.
(6) Documents received or transmitted electronically are managed and interconnected with the Single Electronic Contact Point, hereinafter referred to as the SECP, in accordance with the provisions of Government Emergency Order No. 49/2009 on the freedom of establishment of service providers and the freedom to provide services in Romania, approved with amendments and supplements by Law No. 68/2010, as subsequently amended.
(7) A fee, set by order of the Minister of Justice on fee levels, shall be charged for the information and documents issued, which may not exceed the administrative costs associated with the release of the information or documents and which includes the costs associated with the development and maintenance of the commercial register.
(8) The information and documents provided for in paragraph (1) shall be released free of charge to public authorities and institutions, as well as to diplomatic missions accredited in Romania.
(9) The information provided for in para. (1) shall be released free of charge to other legal entities other than those mentioned in para. (8), if they are expressly provided for by law.
(10) The ONRC and the trade register offices shall provide journalists and media representatives, free of charge, with specific information from the trade register, which may be used solely for the purpose of informing the public.
Article 12
(1) The following information on natural and legal persons registered in the trade register is available free of charge through the system for interconnecting trade registers, on the ONRC's website or its online services portal:
a) company name and legal form;
b) its head office/professional address and, in the case of branches, the Member State in which it is registered;
c) the registration number in the trade register, EUID and the unique registration code;
d) the state;
e) website, if any;
f) the legal representatives of the legal person and whether they are empowered to act jointly or separately, as well as the representative of the family business;
g) branches established in another Member State, including the firm, registration number, EUID and the Member State in which the branch is registered.
h) the draft cross-border merger, transformation and division or, as the case may be, the information provided for in Article 251^28 (5), Article 251^47 (5) or Article 251^67 (5) of the Companies Act No. 31/1990, as republished, as subsequently amended and supplemented.
(As of 23-07-2023, Paragraph (1), Article 12, Section a 2-a, Chapter I was supplemented by Point 3., Article II of the Law No. 222 of 14 July 2023, published in the Official Monitor No. 667 of 20 July 2023 )
(2) For the commercial registers of the Member States, the exchange of information through the interconnection system is free of charge.
(3) Through the interconnection system, information on the professional's area of activity will be made available free of charge to authorities in other Member States.
Article 13
(1) The information on personal data that can be made public, with reference to natural persons who are partners, shareholders or members, managers, directors, members of the supervisory board, members of the board of directors, administrators, judicial liquidators, liquidators, curators, special curators, custodians, censors, financial auditors, legal representatives of a legal person, including a legal person who has one or more of these qualities, are: first and last name, date and place of birth, citizenship and state of domicile, with the exception of cases when the applicant is an entity that has access to personal data, under the law.
(2) The copies or certified copies of the documents submitted from the file of the professional registered in the trade register, which are issued to applicants, contain only: the name and surname, the date and place of birth, the citizenship and the state of domicile of the persons mentioned in these documents, with the exception of cases when the applicant is an entity that has access to personal data, in accordance with the law.
Article 14
The National Register of Commercial Agents (ONRC) provides free access to information on the legislation governing commercial agents in Romanian and English on its website or through the online services portal, which can also be accessed via the Single Digital Gateway.
a) the incorporation and registration of legal persons professionals, including through the online procedure, the registration of natural persons, namely: the requirements regarding the articles of association / constitution agreement, including the use of the standard form of articles of association / constitution agreement; the documents to be submitted to the trade register office, electronic identification means, requirements related to the language in which a document may be drawn up / presented and, if assistance is requested, the applicable fees, if any;
b) registration of branches and related mentions in the trade register, in the manners and by the means provided by law, including electronically, the necessary documents for the registration of branches in the trade register, electronic identification means, requirements regarding the language in which a document may be drawn up/submitted and, where assistance is requested, the applicable fees, if any;
c) recording of mentions and/or documents subject to the obligation of publicity through the trade register, including through the use of electronic means;
d) the acquisition of the quality of manager, director, in the sense of the Law of societies no. 31/1990, republished, with the subsequent modifications and completions, of member of the administration council, of the board of directors or of the supervisory council and the interdictions, foreseen by law, to acquire and to exercise these qualities, as well as the authorities that hold records referring to these interdictions;
e) general competences and duties of the board of directors and of the directors, respectively of the supervisory board and of the management board.
Articolul 14^1
(1) At the request of the competent authority of a Member State of the European Union, the National Office of the Trade Register shall immediately communicate, through the system of interconnection of trade registers, information on the existence of an entry in the trade register and on the data registered in the judicial record concerning the application of a prohibition to act as a manager, member of the board of directors, member of the supervisory board or member of the management board with regard to the natural or legal person to whom the request relates and who is to exercise in the requesting Member State the quality referred to in Article 14 (d) (i) of Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law, published in the Official Journal of the European Union, Series L, No 169 of 30 June 2017.
(2) In order to fulfill the obligation under paragraph (1), the National Office of the Trade Register obtains data and information on the judicial record of natural and legal persons, in accordance with Law No. 290/2004 on the judicial record, as republished, with subsequent amendments and supplements, by the transmission, in electronic format, of data and information by the General Inspectorate of the Romanian Police. The procedure for transmitting data and information through the National Computerized System for the Evidentiation of the Judicial Record is established by a collaboration protocol concluded between the National Office of the Trade Register and the General Inspectorate of the Romanian Police.
(3) The communication of the information provided for in para. (1) shall be made in compliance with the provisions of this Law, of Law No. 290/2004, as republished, with subsequent modifications and additions, of Law No. 544/2001 on free access to public interest information, with subsequent modifications and additions, of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), of Law No. 190/2018 on measures for the implementation of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, of Law No. 363/2018 on the protection of natural persons with regard to the processing of personal data by competent authorities for the purposes of preventing, investigating, detecting, prosecuting and combating criminal offences or executing criminal penalties, educational measures and safety measures, as well as on the free movement of such data, and of Law No. 182/2002 on the protection of classified information, with subsequent modifications and additions, in the case of operational interest data.
(4) The personal data necessary to comply with the obligation laid down in paragraph (1) shall be processed in compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, in order to enable the requesting authority to assess the necessary information concerning the prohibition, with the aim of preventing fraudulent or other abusive behaviour and ensuring the protection of all persons interacting with companies or branches, and shall be retained until receipt of confirmation of receipt of the response by the competent authority of the requesting Member State.
(5) The National Office of the Trade Register shall not store personal data obtained pursuant to paragraph (2) for longer than is necessary for the communication, pursuant to paragraph (1), of the response to the requesting competent authority of another Member State.
(As of 23-07-2023, Section 2, Chapter I was supplemented by Point 4., Article II of the Law No. 222 of 14 July 2023, published in the Official Monitor No. 667 of 20 July 2023 )
Section 3 Electronic Bulletin of the Trade Register and Publication of Documents
Article 15
(1) The ONRC shall edit the Electronic Bulletin of the Trade Register, hereinafter referred to as the Bulletin, at national level, organised as a central electronic platform through the ONRC's online services portal.
(2) The following shall be published ex officio in the Gazette, in compliance with the legislation on the protection of personal data, after registration with the trade register:
a) the registrar's certificate or court decision on the registration of a legal entity, registration of a branch of a legal entity, registration of a self-employed person, individual enterprise or family business;
b) the closure of the register, in the case of any other records in the trade register;
c) other deeds registered in the Trade Register for which the law provides for publication in the Bulletin;
d) court decisions, other than those provided for in lit. a) and art. 16 para. (1) lit. b), registered in the trade register.
(3) The documents provided for in para. (2) shall be transmitted electronically by the trade register offices to the ONRC, through the ONRC's integrated computer system, and shall be published in the Gazette within a maximum of 3 working days from the date of registration in the trade register.
(4) Publication in the Gazette and consultation are free of charge.
Article 16
(1) The following shall be published in the Romanian Official Gazette, in compliance with the legislation on the protection of personal data, after registration in the trade register:
a) extrasul încheierii registratorului sau al hotărârii judecătorești privind înmatricularea unei persoane juridice sau înregistrarea unei sucursale a unei persoane juridice; la solicitarea expresă a uneia dintre părți, se poate publica integral hotărârea judecătorească;
b) court rulings for which the courts expressly dispose of the publication in the Official Gazette of Romania;
c) decisions of the general assembly of the associates/shareholders/members, supplementary acts of legal entities subject to registration in the trade register, for which the law provides for publication in the Official Gazette of Romania;
d) decisions of the management and/or governing bodies of legal entities subject to registration in the Trade Register, for which the law provides for publication in the Official Gazette of Romania;
e) other acts of legal entities subject to registration in the Trade Register, for which the law provides for publication in the Official Gazette of Romania.
(2) The extra conclusion or court decision mentioned in art. (1) lit. a) includes: the number and date of conclusion, the company name, headquarters or social or professional headquarters and the form of organization, as appropriate, the name and surname, address - country, town, district - of the founders, managers or representatives of the legal person directly engaged in the activities of the branch and, if applicable, of the auditors, auditors; the name and surname, address - country, town, district - of the holder, representative or members of the natural person authorized, individual enterprise and family enterprise, the main field and activity, the social capital or the value of the affected patrimony, as appropriate, the duration of operation, the unique registration code, EUID and the order number in the trade register.
(3) The documents provided for in para. (1) shall be transmitted electronically by the trade register office, for publication, to the Official Gazette of Romania, within a maximum of 3 working days from the date of registration in the trade register.
(4) Publication in the Romanian Official Gazette is a mandatory legal procedure.
(5) Publication in the Romanian Official Gazette and consultation thereof shall be carried out in accordance with Law No. 202/1998 on the organization of the Romanian Official Gazette, as republished, with subsequent amendments and supplements.
Section 4: Register of ultimate beneficial owners
Article 17
(1) The ONRC keeps the Register of Ultimate Beneficial Owners, provided for in Article 19(5)(a) of Law No. 129/2019 on the prevention and combating of money laundering and terrorist financing, and amending and supplementing certain normative acts, as subsequently amended and supplemented.
(2) The organization and functioning of the Register of Ultimate Beneficial Owners, as well as its structure and the manner of archiving the documents, shall be established by decision of the General Director of the ONRC.
Article 18
(1) The register of ultimate beneficial owners is part of the system for the interconnection of registers of ultimate beneficial owners in the Member States of the European Union, hereinafter referred to as the system for the interconnection of registers of ultimate beneficial owners.
The system of interconnection of registers of ultimate beneficial owners consists of the registers of ultimate beneficial owners in the Member States of the European Union and the European Central Platform. The registers of ultimate beneficial owners in the Member States of the European Union referred to in paragraph (1) are interconnected through the European Central Platform referred to in Article 22(1) of Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law.
(3) The information recorded in the Register of Ultimate Beneficial Owners is available through the national registers and the register interconnect system after the registration of the legal person until the expiry of a 10-year period from the date of the legal person's liquidation.
(4) ONRC shall cooperate with the authorities managing similar registers in other Member States and with the European Commission with a view to implementing different types of access to the register of ultimate beneficial owners.
(5) ONRC shall implement, through the system for interconnecting registers of ultimate beneficial owners, the free exchange of information with registers of ultimate beneficial owners in the Member States of the European Union.
(6) The ONRC shall provide information from the register of ultimate beneficial owners to the competent authorities and financial intelligence units of other Member States in a timely manner and free of charge.
(7) The ONRC ensures the interoperability of the Register of Ultimate Beneficial Owners with the system of interconnection of registers of ultimate beneficial owners, the information being available in standard message format and accessible by electronic means, in compliance with security standards for data transmission and exchange, in accordance with the law.
Chapter II Organization of the National Office of the Trade Register and of the trade register offices
Article 19
(1) The ONRC is a public institution with legal personality, organized under the Ministry of Justice, fully funded from the state budget, through the Ministry of Justice budget.
(2) ONRC has its headquarters in Bucharest Municipality.
(3) The main role of the ONRC is to organize the public service of general interest for the publicity of the trade register, according to the provisions of art. 18 para. (2) of Law no. 287/2009 on the Civil Code, republished, with subsequent modifications, of the acts and facts of professionals provided by law.
Article 20
(1) Under the ONRC, in each county and in the municipality of Bucharest, offices of the commercial register shall be set up, structures without legal personality and which shall operate alongside each court.
(2) The offices of the trade register may have territorial offices. The establishment, organization and functioning of the territorial offices shall be determined by a regulation approved by a decision of the General Director of the ONRC.
Article 21
(1) The ONRC is headed by a general director, appointed by order of the Minister of Justice, for a term of 4 years, which may be renewed only once, under the conditions for appointment.
(2) The General Director ensures the leadership, coordination and control of the ONRC activity, as well as the coordination and control of the activity of the trade register offices and represents the ONRC in relations with third parties. The General Director of the ONRC is the tertiary credit allocator.
(3) The Director-General is assisted in his work by three Deputy Directors-General, appointed by Order of the Minister of Justice for a term of four years, which may be renewed only once, under the conditions for appointment.
(4) The offices of the commercial register attached to the courts are headed by directors appointed by order of the Minister for a term of 4 years, which may be renewed only once, subject to the conditions for appointment. The director of the office of the commercial register attached to the Bucharest Court is assisted in his work by two deputy directors appointed by order of the Minister of Justice for a term of 4 years, which may be renewed only once, subject to the conditions for appointment.
(5) The directors of the commercial register offices have the powers and competencies to lead, organize, coordinate and control the activity carried out within the commercial register office and the staff subordinate to it.
(6) Persons appointed to the management positions provided for in paragraphs (1), (3) and (4) are selected following a competition or examination, organized in accordance with the law. The procedure for conducting the competition / examination is set out in Annex 1 to this Law.
Article 22
(1) The maximum number of positions of the ONRC and of the trade register offices shall be established by Government Decision, and the organizational structure and functioning mode of these shall be established by the Organization and Functioning Regulation of the ONRC, approved by Order of the Minister of Justice.
(2) The functions of the ONRC and of the offices of the trade register shall be approved by order of the Minister of Justice.
(3) The staff necessary for the functioning of the ONRC and the offices of the trade register are hired/appointed in position, as the case may be, by examination or competition, organized according to the law. The procedure for holding the examination/competition and the specific conditions necessary for occupying the positions are established by the Regulation on the occupation of positions within the ONRC, which is approved by order of the Minister of Justice.
(4) By way of exception to the provisions of para. (3), the appointment to the position of registrar of the trade register shall be made in accordance with the procedure for holding the examination/competition, provided for in Annex No. 2 to this Law.
(5) The conclusion, modification, suspension and termination of employment relationships, as well as the imposition of disciplinary sanctions, shall be decided, in accordance with the law, by the General Director of ONRC.
(6) The management functions within the ONRC and the trade register offices, for which specialized legal studies are required, occupied by persons employed as basic function legal specialists, respectively registrars and legal counselors, are legal specialist functions, and the respective staff benefit from legal specialist seniority.
(7) In the exercise of their official duties, the staff of the ONRC and the registry offices may not be subject to any restrictions, influences, pressures, constraints or intimidations from any natural or legal person or authority.
Article 23
The staff of the ONRC and the trade register offices are paid according to the Framework Law no. 153/2017 on the remuneration of the staff paid from public funds, with the subsequent modifications and additions.
Article 24
(1) The ONRC has the following powers:
a) keeping the commercial register, in an IT system, by centralizing all records made by the commercial register offices;
b) keeping the Electronic Bulletin of the Trade Register, in an IT system;
c) keeping the Register of ultimate beneficial owners, in an IT system;
d) keeping the company register in an IT system;
e) keeping the Insolvency Procedures Bulletin in an IT system;
f) keeping the register of disputes, in which the dissolution and cancellation actions formulated by ONRC are highlighted, according to the law;
g) design, development, implementation, maintenance and development of the integrated computer system of ONRC;
h) organizarea și coordonarea activității registratorilor;
i) organizing, coordinating, providing methodological guidance and controlling the activities of the trade register offices;
j) professional training of the staff of the ONRC and of the trade register offices;
k) organizing and providing assistance to applicants, at the counter or through the integrated IT system of the ONRC;
l) providing information, certificates of facts recorded in the trade register, as well as certificates of absence of registration of a particular act or fact, copies and certified copies of documents presented and those attesting to the resolution and registration in the trade register;
m) providing information and/or documents from the Register of Ultimate Beneficial Owners, the Bulletin of Insolvency Procedures and the Electronic Bulletin of the Trade Register;
n) collaboration with national and international public authorities and institutions, as well as with other entities, in accordance with the law;
) drafting proposals and participating in the development of draft regulatory acts that relate to its field of activity;
p) archiving of files of professionals registered in the trade register and other documents provided by law;
other duties provided by law.
(2) The documents and information submitted as part of the incorporation of a company, the registration of a branch or the registration of any entries in the trade register shall be kept by the National Office of the Trade Register in a format that allows reading and searching on a computer or in the form of structured data.
(As of 23-07-2023, Article 24, Chapter II was supplemented by Point 5., Article II of the Law No. 222 of 14 July 2023, published in the Official Monitor No. 667 of 20 July 2023)
Article 25
The offices of the trade register have the following powers:
a) carrying out the activity of solving applications for registration;
b) making records in the trade register, in an information system, based on the conclusions of the registrar and court decisions;
c) issuing of the registration certificate, the certificate of notes and the certificate of cancellation, as well as the related documents, provided by law - the conclusion of the registrar, the constatative certificate regarding the authorization to function;
d) providing information, historical reports and certificates of facts about the data registered in the trade register, as well as certificates of the absence of registration of a particular act or fact, copies and certified copies of documents submitted in support of registration applications and those certifying the registration in the trade register;
) providing assistance services for registration in the trade register and other registers kept by ONRC;
f) obtaining the unique registration code and other information and/or documents provided by law;
) Obtaining information from the tax record, according to the transmission procedure established by the protocol concluded between ONRC and the National Agency for Fiscal Administration, hereinafter referred to as ANAF;
h) electronic transmission of standard declarations on the responsibility for the operation of the authorities and institutions competent in the field of operation authorization;
i) furnizarea de informații și/sau documente din Registrul beneficiarilor reali;
j) cooperation with public authorities and institutions, at territorial level, based on the delegation of competence issued by ONRC;
k) other duties provided by law.
Article 26
(1) The assistance services provided by the trade register offices consist of:
a) prior guidance on legal formalities for the preparation and amendment of the articles of association of legal persons, for the registration of self-employed persons, individual enterprises, family enterprises and for completing the registration application and standard forms used for registration in the trade register;
b) technical editing of the registration application;
c) drafting standard declarations;
d) drafting of the articles of association or completing the standard form of articles of association, drafting of amendments to the articles of association, as well as other acts subject to registration with the trade register in the case of legal persons;
(e) drafting of the articles of association of family businesses and amendments thereto;
) d) specific date for acts drawn up by assistance services;
g) recording of the registration request and the attached documents of the applicants who have benefited, on request, of assistance services under the conditions of this law.
(2) Assistance services are provided by legal specialists within the commercial register offices.
(3) Assistance services are provided, upon request, prior to the submission of the registration application to the trade register office.
(4) The method of providing the assistance services referred to in paragraph (1) and the related fee shall be established by order of the Minister of Justice, upon proposal of the ONRC. The assistance services referred to in paragraph (1) letters a)-c) and g) shall be provided free of charge.
Article 27
(1) In the exercise of its powers, the ONRC and the trade register offices collect, process and handle data and information, including personal data, in compliance with the legislation on the protection of individuals with regard to the processing of personal data and the free movement of such data.
(2) The personal data of users of the ONRC online services portal are collected, processed and processed when creating the user account of the services portal.
(3) In the exercise of its legal powers, ONRC processes the personal data of the following categories of data subjects:
a) natural persons exercising a function or holding a position within legal persons or legal forms of conducting business activities by natural persons, a function or position that determines the registration of their identification data in the trade register;
b) natural persons who hold the status of beneficial owner;
c) natural persons requesting the release of information/ constatative certificates/copies/certified copies/excerpts from the register and specialized information;
d) natural persons or representatives of natural persons of legal entities requesting the release of information on the beneficial owner;
(e) natural persons or representatives of natural persons of legal entities who request the provision of assistance services;
f) natural persons or, as the case may be, natural persons representing legal persons who request the performance of the operations prior to registration/entry in the trade register;
g) natural persons empowered by the professional to file the application with the trade register;
h) natural persons or, as the case may be, natural persons representing legal persons concerned or harmed, who request the registration of applications with the trade register;
i) natural persons mentioned in the documents submitted in support of the registration applications;
j) users of the ONRC's online services portal.
(4) The exchange of information with public authorities and institutions, carried out on the basis of collaboration protocols in order to fulfill an express legal obligation, shall be carried out in compliance with the provisions of the legislation on the protection of individuals with regard to the processing of personal data and the free movement of such data.
(5) The list of public authorities and institutions with which the ONRC concludes cooperation protocols is displayed on the ONRC's website.
(6) The provision of information, historical reports and certificates issued by the ONRC and the trade register offices, as well as the certified copies of the documents submitted in support of registration requests, shall include all personal data registered in the trade register when transmitted at the request of the data subjects or of institutions or authorities competent in accordance with a legal obligation, for the purpose of complying with a legal obligation or for the performance of a task, and to other natural or legal persons, including other public institutions, under the conditions of Article 11 paragraph (1), excluding the following data: first and last name, date and place of birth, citizenship and state of domicile.
(7) In order to ensure the public character of the trade register, the applicants for registration shall also submit an example of the documents necessary for registration, which shall include, in the case of natural persons mentioned in them: name and surname, date and place of birth, citizenship and state of domicile.
(8) The ONRC shall publish on its website/online services portal information on the processing of personal data carried out, necessary for the performance of its functions and powers provided by law.
Chapter III The Status of the Registrar
Article 28
(1) The Registrar is the legal staff within the ONRC empowered to provide the public service of legality control prior to registration in the trade register.
(2) The registrar decides, by decision, on applications for registration in the commercial register and other applications concerning entries in the commercial register.
(3) The conclusions of the registrar, bearing his holographic or electronic signature, are acts of public authority, having the probative force and executory force provided by law.
(4) In the exercise of his official duties, the registrar may not be subject to any restrictions, influence, pressure, coercion or intimidation from any natural or legal person or authority.
Article 29
(1) The person who meets the following conditions cumulatively may be appointed as a registrar by decision of the General Director of ONRC:
a) is a Romanian citizen, a citizen of a Member State of the European Union, a citizen of a State belonging to the European Economic Area or a citizen of the Swiss Confederation and has domicile or residence in Romania;
b) knows Romanian, written and spoken;
c) are full legal capacity;
) is a law graduate and has at least 5 years of experience in the legal field;
e) has no criminal record as a result of the commission of a service-related or work-related offense or the intentional commission of another offense;
f) is not an operational employee, including undercover, informant or collaborator of the intelligence services;
g) is medically and psychologically fit for the post;
h) passed the examination or competition for this position.
(2) The registrar's function is a legal function, the duration of its exercise constituting seniority in the legal field.
Article 30
The registrar performs the following duties:
a) checks registration applications and other applications regarding registrations in the trade register, as well as the documents submitted in support thereof, in order to ensure compliance with the legal requirements for the requested registration;
b) checks the data in the identity documents attached to the registration application of the natural persons or, as the case may be, of the legal representatives of the legal persons, their authorized representatives, as well as of other persons whose identification data are registered in the trade register, requesting, if necessary, under Article 105 (2), the physical presence of these persons;
c) checks compliance with the legal conditions for registering the company in the trade register and in the company catalog;
d) solves registration requests, authorizes the establishment of legal entities and decides on the registration of legal entities in the Trade Register, the publicity of acts, facts and mentions through the Trade Register and the publication in the Official Gazette of Romania of the inscriptions provided by law, as well as the publication in the Bulletin;
) rules on registration applications and orders the registration in the Trade Register of branches of legal entities, self-employed persons, sole proprietors and family businesses, the publicity of acts, facts and entries in the Trade Register and publication in the Official Gazette of Romania, as well as publication in the Bulletin;
f) rules on registration applications and other applications regarding registrations in the trade register and orders the registration in the trade register of acts, facts and entries subject to registration in the trade register and publication in the Official Gazette of Romania, as well as publication in the Bulletin;
g) solve the registration requests in the trade register of the modifying acts of the constitutive act;
h) shall rectify material errors in the judgments delivered;
i) finds the submission of statements of responsibility regarding the fulfillment of the operating conditions of natural and legal persons who, according to the law, are obliged to request registration/registration in the trade register and provides for the registration in the trade register of the data from these statements, the statements regarding the modification thereof, the transmission thereof, by electronic means, to the competent authorities, as well as the registration in the trade register of the notifications regarding the suspension/prohibition of the activity, issued by the competent public authorities;
j) checks the fulfillment of the acts and formalities necessary for the transfer of the seat of a European company or a European cooperative society from Romania to another member state of the European Union or the European Economic Area;
k) perform other duties provided by law.
Article 31
The provisions of Article 94 of Law No. 161/2003 on certain measures to ensure transparency in the exercise of public dignities, public functions and in the business environment, the prevention and punishment of corruption, with subsequent modifications and additions, are applicable to the registrar.
Article 32
(1) The registrar cannot process registration requests in the trade register filed by a spouse, relatives or in-laws up to and including the fourth degree, nor can he process registration requests concerning a legal person in which they are partners, shareholders, members, administrators, directors, authorized persons, auditors.
(2) In the event that the registrar notified of the registration request is in one of the situations provided for in para. (1) is obliged to refrain and immediately notify, in writing, the management of the commercial register, with a view to allocating the work to another registrar.
(3) In the event that no registrar operating at the level of the commercial register office notified of the registration request cannot solve it for the reason provided for in para. (1) or for other objective reasons, the ONRC ensures the resolution of the request by designating a registrar from another commercial register office or from within the ONRC.
(4) In the situation provided for in paragraph (2), a copy of the registration application and the attached documents shall be sent electronically to the registry office where the registrar designated to handle the application is located. The conclusion issued by the registrar shall be sent electronically on the day of issuance to the initially seized initial registry office, which shall proceed to release the documents to the applicant.
Article 33
The registrar has the obligation to declare his wealth and interests, under the conditions of Law no. 176/2010 on integrity in the exercise of public functions and dignities, for the amendment and supplement of Law no. 144/2007 on the establishment, organization and functioning of the National Integrity Agency, as well as for the amendment and supplement of other normative acts, with the subsequent modifications and supplements.
Article 34
(1) Registrars are evaluated annually to verify compliance with the criteria for professional competence and performance, through the procedure provided by law.
(2) The evaluation is carried out by the director of the trade register office where the registrar carries out his/her activity, or, in case of impossibility, by his/her deputy.
(3) The evaluation process will take into account the following criteria:
a) module for fulfilling the tasks, duties and responsibilities listed in the job description;
b) the level of specific knowledge and skills, personal abilities, in relation to the requirements of the position;
c) respecting the rules of organization and functioning, the internal regulations and the ethical code;
d) organizational skills.
(4) For each of the evaluation criteria, evaluation indicators are provided. On the basis of the score given to each evaluation indicator, the general score is calculated.
(5) The performance criteria highlighted in the evaluation form are graded on a scale of 1 to 5, with the grade reflecting the fulfillment of the performance criteria in achieving the established individual objectives, as follows: grade 1 represents the minimum level, while grade 5 represents the maximum level.
(6) Depending on the overall score obtained, the registrant is given one of the following ratings: "very good", "good", "satisfactory", "unsatisfactory".
(7) Receiving an "unsatisfactory" rating results in the release from the position held and the transfer to another position, corresponding to professional training, if applicable.
(8) The score given to each evaluation indicator, the general score, the findings and conclusions of the evaluation and the obtained qualification are recorded in the evaluation form.
(9) The person who is a spouse, relative or in-law up to the fourth degree inclusive with the evaluated registrar cannot carry out the evaluation; in these situations, the evaluation is drawn up by the persons designated in writing by the General Director of ONRC and approved by him.
(10) An applicant dissatisfied with the assessment score may lodge an appeal within 15 days of receiving the assessment sheet.
(11) The objection shall be resolved within 15 days of the referral by a committee consisting of the General Director of ONRC or, in case of impossibility, by a Deputy General Director and 2 Directors from within ONRC, appointed by decision of the General Director of ONRC.
(12) The Commission's decision shall be notified to the registrar and may be appealed to the competent court within 15 days of notification, in accordance with the law.
Article 35
The violation by registrars of their official duties entails disciplinary, civil or criminal liability, as the case may be.
Article 36
(1) Registrars shall be held disciplinarily liable for the commission of the following acts which constitute disciplinary offenses:
a) repeated delay in carrying out the work;
b) repeated negligence in resolving the works;
c) unexcused absences from work;
d) repeated failure to comply with the working schedule;
e) breach of professional secrecy or confidentiality of works of this character;
(f) the unfounded refusal to perform the duties of the position;
g) the violation of legal provisions on duties, incompatibilities, conflicts of interest and prohibitions established by law;
h) failure to comply with the Internal Rules, the Rules of Organization and Functioning and the ONRC Ethical Code.
(2) The disciplinary sanctions are the following:
a) written warning;
b) a reduction in the basic salary of up to 15%, for a period of one to three months;
c) suspension of the individual employment contract for a period of one to three months;
d) dismissal for disciplinary reasons.
(3) The individualization of the disciplinary sanction shall take into account the causes and seriousness of the disciplinary offense, the circumstances in which it was committed, the degree of guilt and the consequences of the offense, the general behavior during the service of the registrar, as well as the existence in his antecedents of other disciplinary sanctions.
(4) Disciplinary sanctions shall be applied within 3 months from the date of becoming aware of the commission of the disciplinary offense, but no later than one year from the date of the commission of the act.
Article 37
(1) Disciplinary investigation is mandatory, prior to the application of the sanction, and is carried out in compliance with the terms laid down in Article 36(4).
(2) In the event of the commission of offenses by registrars provided for in this law, disciplinary investigation shall be carried out by a commission, appointed by decision of the General Director of ONRC, consisting of: a Deputy General Director of ONRC and two directors from within the ONRC directions.
Article 38
(1) The registrar is suspended from office in the following situations:
a) at the request of the registrar, for good cause;
b) when he is prosecuted for committing one of the offenses provided for in Article 29 (1) (e);
c) when a preventive arrest or house arrest has been ordered against him;
d) in the event that the registrar has been subject to the precautionary measure of judicial control or judicial control on bail, if the obligation not to practice the profession or trade or other safety / obligations / monitoring measures that prevent the exercise of professional duties have been established in his charge;
) in the event that he has been finally convicted of a penalty of deprivation of liberty for an offense that does not entail the termination of labor relations;
f) when suffering from a mental illness that prevents him from properly exercising his functions.
(2) During the period of suspension from the position, the registrar does not benefit from the salary rights corresponding to the position of registrar. This period does not constitute work and legal specialty experience.
(3) During the suspension under para. (1) lit. c), the registrar shall be paid social security benefits for health insurance, in accordance with the law.
(4) During the period of suspension from office, the provisions of Article 31 shall not apply to the registrar.
(5) The registrar may also be suspended from office if he/she has been prosecuted for the commission of a service-related offense or an offense connected with the service, or for the intentional commission of any other criminal offense, until the final decision of the judicial authority, and shall then be transferred to another executive position appropriate to his/her qualifications.
(6) In the event of acquittal, postponement of the application of the sentence or waiver of the application of the sentence, as well as in the case of termination of the criminal proceedings, the registrar is reinstated in all the rights he had previously, including the position held, and benefits from the compensation of the rights of which he was deprived during the suspension from that position.
Article 39
(1) The employment relationship of the registrar ends in the following cases:
a) resignation;
b) retirement, according to the law;
c) as a result of the application of the disciplinary sanction of dismissal;
d) as a result of a final conviction for the commission of a service-related offense or an offense related to the service, or the intentional commission of another offense;
) as a result of a final conviction for the additional penalty of banning the exercise of the function;
f) in other cases provided by law.
(2) Within 3 days of the final decision of the conviction of the registrar, the execution court communicates a copy of the decision to ONRC, with a view to issuing the decision to release from office.
(3) The registrar has the obligation to inform the management of the ONRC regarding the stage of the criminal process.
Article 40
The provisions of this chapter shall be supplemented, to the extent of their compatibility, by the provisions of the labour law.
Chapter IV Registration Procedure
Section 1 General Provisions
Article 41
Before starting economic activity, professionals referred to in Article 4 para. (1) are obliged to apply for registration in the trade register.
Article 42
(1) The ONRC puts at the disposal of applicants on its website and on the online services portal, for the forms of companies regulated by the Companies Law no. 31/1990, republished, with subsequent modifications and completions, standard forms of articles of association that are used in the online incorporation procedure.
(2) Other standard forms and request templates in Romanian are available on the ONRC's website and online services portal for use in the online incorporation, registration, and authorization procedures for business operations.
(3) The ONRC shall make available to the applicant an English version of the model articles of association, other model forms and template documents for information purposes.
(4) The standard form of the articles of association shall be approved by order of the Minister of Justice, on the proposal of the ONRC.
Article 43
(1) During the course of their activities or upon their cessation, the professionals listed in Article 4(1) are obliged to request the registration of the mentions regarding the acts and facts whose registration is provided by law, within a maximum of 15 days from the date of the acts or the occurrence of the facts subject to the registration obligation.
(2) The registration of mentions can also be made at the request of interested persons, in cases provided by law, within a maximum period of 30 days from the date on which they became aware of the act or fact subject to registration.
Article 44
For the operations provided for in Articles 41 and 43, no taxes and fees are charged.
Article 45
(1) For the purpose of registering court decisions, in the cases provided by law, the courts shall communicate a copy of the final or, where the law provides, enforceable court decision, in which the entries to be registered in the trade register are indicated.
(2) The court decisions provided for in paragraph (1) may also be transmitted in electronic format, in copy, through the system of interconnection of the integrated computer system of the ONRC with the ECRIS system.
Article 46
(1) Registration and entries shall be opposed to third parties as of the date of their registration in the trade register or as of the date of publication of the entries in the Official Gazette of Romania or in the Electronic Bulletin of the Trade Register, where the law provides for such.
(2) Operations carried out by the natural or legal person before the 16th day from the date of registration in the trade register are not opposed to third parties who prove that they were unable to become aware of them.
(3) The person who has the obligation to request a record cannot oppose third parties the acts or facts that have not been recorded, except where it is proven that they were known to them. Third parties can always invoke the acts or facts for which there has been no publicity, except where the omission of publicity deprives them of effects.
(4) In case of discrepancies between the data registered in the trade register and those contained in the documents archived in the file of the registered professional in the trade register, provided for in Article 8, the data registered in the register shall prevail as regards third parties.
(5) In the case of documents and information published in the Bulletin or, as the case may be, in the Official Gazette of Romania, if there is any inconsistency between these and the data and documents registered in the register, the latter shall prevail vis-à-vis third parties.
(6) In the event of the inconsistency provided for in para. (5) arises from reasons not attributable to the professional, the trade register office or, as the case may be, the Autonomous Institution "Official Monitor" shall correct the registration of the entry in the register, respectively shall republish, in extract, the corrected text, at its own expense, at the request of the professional.
Article 47
(1) Updated information on the legal provisions governing the publicity of acts, facts and mentions of persons subject to registration in the trade register is published by the ONRC on its website and on the online services portal, as well as on the European e-Justice portal.
(2) The information necessary for publication on the European e-Justice portal shall be transmitted by the ONRC, in accordance with the technical rules and requirements of the portal.
Section 2 Checking availability and booking the company
Article 48
(1) Firmele sunt scrise cu caractere latine.
(2) No mention which might mislead as to the nature or scope of the business carried on, or as to the position of the applicant, may be added to the firm name.
(3) The company cannot be alienated separately from the commercial fund to which it is used.
Article 49
(1) Any new company must be different from the existing ones.
(2) It is prohibited to register a company name that includes the words: "scientific", "academy", "academic", "university", "university", "school", "school" or their derivatives, as well as "notary", "executor", "lawyer", "legal advisor", "legal consultancy" or words associated with professions that involve the exercise of public authority.
(3) A trade name may not include the words "national", "Romanian", "institute", or their derivatives, or words or phrases characteristic of central public authorities and institutions, if this is likely to create confusion with the name of a central or local public authority or institution.
Article 50
(1) The verification of the company's availability is made by the trade register office, at the request of the interested person, before drawing up the constitutive acts or, as the case may be, of changing the company name. The verification of the availability of the company name and its reservation can also be made through the online services portal.
(2) For the purpose of making a reservation, the company is subject to the verification of the conditions of availability and specificity in relation to companies registered in the trade register or reserved, as well as with regard to other conditions provided by law in respect of the company.
(3) A company is available when it does not belong to another natural or legal person registered in the trade register or is not reserved for registration.
(4) A company has a distinctive character when the name is not generic and differs from other previously registered trademarks in the commercial register. The technical elements of specificity of the trademark are established by methodological norms, approved by order of the Minister of Justice.
(5) A company that is already reserved within the legal time frame, or registered with the trade register, cannot be reserved and registered again.
(6) The proof issued after performing the verification and reservation is valid for a period of one month from the date of issuance of the proof.
Article 51
(1) The right of exclusive use of the trade name is acquired by registration in the trade register.
(2) Registration in the trade register of a company by persons other than the owner of the registered trademark under Law No. 84/1998 on trademarks and geographical indications, as republished, entails the liability of the applicant.
Article 52
(1) The signature of a self-employed natural person who is obliged to register with the trade register includes his or her first and last name, as well as the form of economic activity, namely authorized natural person or individual enterprise.
(2) In the event of identity of name and surname with another natural person authorized or individual enterprise, family business registered in the trade register or reserved for registration, the company will be completed with the initials of the father's or mother's first name or with the full first name of these, and, if and after completion the identity is maintained, another mention will be added to identify more accurately the person or kind of his business.
(3) The name of a family business includes the full name of the family member at whose initiative the family business is established, or the name and initial of the first name of this member, to which is added the mention "family business", written in full.
Article 53
The name of a general partnership must include the name of at least one of the partners, with the mention "general partnership" written in full.
Article 54
The signature of a limited partnership company must include the name of at least one of the limited partners, with the indication "limited partnership", written in full.
Article 55
If the name of a person who is a stranger to the company appears, with his consent, in the firm of a partnership or in a simple command, he becomes unlimitedly and jointly liable for all the obligations of the company. The same rule applies to the committor whose name appears in the firm of a limited partnership.
Article 56
The name of a joint-stock company or a limited partnership company consists of a distinctive name and must be accompanied by the words "joint-stock company" or "S.A." or, as the case may be, "limited partnership company".
Article 57
The name of a limited liability company consists of a distinct denomination, to which may be added the name of one or more partners, and shall be accompanied by the full written mention "limited liability company" or "LLC".
Article 58
The name of a micro-enterprise belonging to a novice entrepreneur consists of a proper name accompanied by the phrase "limited liability company - novice" or the abbreviation "LLC-N".
Article 59
The name of a European company consists of a proper name preceded or followed by the abbreviation "SE", in accordance with Council Regulation (EC) No 2.157/2001 of 8 October 2001 on the Statute for a European Company (SE).
Article 60
The name of the autonomous agency, national company or national corporation is the one established by the act of their creation.
Article 61
The name of the national research and development institute is the one established by the act of its establishment.
Article 62
The company name of the cooperative society consists of a proper name and is accompanied by the phrase "cooperative society".
Article 63
(1) The name of the credit union shall consist of its own name, accompanied by the phrase "credit union" or "cooperative bank", with the indication of the name of the locality where its registered office is located.
(2) The chosen syntax is mandatory for all credit cooperatives within the same cooperative network.
Article 64
The string in idiomatic English:
Article 65
The name of the agricultural cooperative is made up of a proper name, accompanied by the phrase "agricultural cooperative".
Article 66
The name of a European cooperative society shall consist of a specific name, preceded or followed by the words “European cooperative society” or the initials “ECS”, and where the members of the European cooperative society have limited liability, also the words “limited liability”.
Article 67
The company name of the economic interest group consists of a proper name, preceded or followed by the phrase "economic interest group" or the initials "EIG".
Article 68
The name of a European economic interest group consists of a proper name, preceded or followed by the words "European economic interest group" or the initials "EEIG".
Article 69
The branch of a legal entity follows the rules provided for the legal form in which that entity was established, to which the word "branch" may be added, according to the option of this registered legal entity.
Article 70
(1) The name of the branch office consists of the name of the legal entity that opened it, the name of the location where its registered office is located, followed by the word "branch" and the name of the location where the branch office is located.
(2) In the case where the same legal person has opened several branches in the same locality, an indication of a nature to distinguish them from each other may be added to the mentions of para. (1).
Section 3 Registration Request
Article 71
(1) The application for registration in the trade register of the self-employed natural person and the individual enterprise includes:
a) full name, personal numeric code, domicile, citizenship, date and place of birth, as per the identity document issued under the law, type of identity document, series/number, issuer of the identity document, date of issue and expiry, marital status, if applicable;
b) company name and registered office and, where appropriate, branches;
c) e-mail address and/or telephone number to be used for correspondence with ONRC and to receive notifications;
) the subject of the activity, specifying the field and the main and secondary activities;
e) date and signature.
(2) The application for registration in the trade register of a family business includes:
a) the full name, personal numeric code, domicile, citizenship, date and place of birth, family relationship, marital status, as per the identity document, issued in accordance with the law, type of identity document, series/number, issuer of the identity document, date of issue and expiry, matrimonial regime, if applicable, of each of the members;
b) identification data of the representative appointed by the constitution agreement, according to the identity document, issued under the law, type of identity document, series/number, issuer of the identity document, date of issue and expiry;
c) firm and business address or places of business;
d) e-mail address and telephone number to be used for correspondence with ONRC and to receive notifications;
) the scope of activities, indicating the main and secondary activities;
f) date and signature.
(3) The registration application shall be accompanied by the documents provided for in the Annex to Government Emergency Ordinance No. 44/2008 on the development of economic activities by authorized natural persons, individual enterprises and family businesses, as amended and supplemented by Law No. 182/2016, with subsequent additions.
Article 72
(1) The application for registration of a legal person referred to in Article 4 (1) shall include:
a) the full name, personal numeric code, domicile, citizenship, date and place of birth of the legal entity's representative, as per the identity document issued in accordance with the law, indicating the quality of the representative, the type of identity document, the series/number, the issuer of the identity document, the date of issue and expiry, and the marital status, if applicable;
b) company name, as registered in the trade register;
c) registered office;
d) e-mail address and/or telephone number to be used for correspondence with ONRC and to receive notifications, as well as, if applicable, the web page;
(e) data, signature.
(2) The application shall be accompanied by the documents provided for by the law governing the legal regime of each of the legal entities subject to the registration obligation.
(3) The application for registration shall be attached to the proof of licenses or permits issued by the competent authorities as a precondition for registration in the trade register, when the issuance of such licenses or permits is provided by law. In the case where the licenses or permits are issued by public institutions or specialized bodies of the central public administration, the ONRC requests the transmission of copies of the licenses or permits in electronic format.
(4) In the case where the founders are Romanian legal entities registered in the trade register, the data on the legal representatives and their representation power, as well as on the status of the legal entity, are obtained from the trade register, and in the case of founders of companies established in other Member States of the European Union, through the system of interconnection of trade registers.
Article 73
(1) The application for registration of a branch of a legal person includes:
a) the name of the branch, as registered with the trade register;
b) the head office of the branch;
c) e-mail address and telephone number to be used for correspondence with ONRC and to receive notifications;
d) full name, place and date of birth, personal numeric code, domicile and citizenship of the representatives of the legal person opening the branch, as well as of those directly involved in the activity of the branch, specifying whether the powers conferred on them are to be exercised jointly or separately, according to the founding act, the type of identity document, series / number, issuer of the identity document, date of issue and expiry;
e) the trade register in which the legal entity opening the branch is registered and the registration number;
f) date and signature.
(2) The registration application shall be attached:
a) proof of the branch office's location;
b) the resolution of the general meeting/decision of the board of directors, or of the management board, by which the branch was established, which shall also contain the scope of the branch's activity, as well as the appointment, termination of office and identity of the persons directly in charge of the branch's activity;
c) the statement on own responsibility regarding the fulfillment of the legal conditions for functioning;
d) copies of the identity documents of the representatives of the legal entity directly involved in the branch's activities;
e) the information from the tax record of the representative of the legal entity directly engaged in the activities of the branch, which is obtained by the ONRC from ANAF, or, in the case of a foreign citizen, a self-declaration stating that they have not committed any offenses and have not been in situations that would be recorded in the tax record, as well as that they are not registered for tax purposes in Romania;
) the statement of the legal person's representative who is directly involved in the activities of the branch, from which it follows that he meets the legal conditions for holding this position;
g) in special cases provided by law, proof of authorizations/permits issued by the competent authorities as a precondition for registration in the trade register, when the issuance of such authorizations/permits is provided by law.
(3) The trade register office at the branch's location shall send an extract of the registration to the trade register office at the professional's head office for entry in that trade register.
(4) Romanian legal entities that open branches abroad are required to mention these at the Romanian trade register office, after their registration in the respective states. In the case where the branch is opened in a European Union member state, the mention is made ex officio, immediately after receiving the registration notification from the member state's register. The confirmation of receiving the notification is transmitted to the trade register of the member state by the ONRC.
Article 74
(1) The application for registration of branches of foreign legal entities includes:
a) the name of the foreign legal entity and its legal form, as well as the name of the branch, if different from that of the legal entity, as registered in the trade register;
b) the register in which the foreign legal person is registered, the registration number and, where applicable, the EUID;
c) the head office of the branch;
d) e-mail address and/or telephone number to be used for correspondence with ONRC and to receive notifications;
e) the full name and position of the representatives of the foreign legal entity and of those directly involved in the branch's activities, indicating whether the powers conferred on them are to be exercised jointly or separately, in accordance with the constitutive act, as well as the type, series/number, issuer, date of issue and expiry date of the identity document;
f) in the case of branches of legal persons from states which are not member states of the European Union or participating states in the European Economic Area, the applicable national law of the legal person shall also be indicated;
g) date and signature.
(2) The registration application shall be accompanied by the documents provided for in Article 73(2) and, in the case of branches of legal persons from states which are not members of the European Union or states participating in the European Economic Area, the following:
a) the articles of incorporation and the bylaws of the foreign legal entity, if contained in separate documents, along with all amendments to these documents, or the updated articles of incorporation, translated into English by a certified translator;
b) documents certifying the registered office of the foreign legal entity, the object of its activity and, at least annually, the value of the subscribed capital, if this information is not included in the documents provided for in lit. a);
a certificate attesting to the existence of the company, issued by the registry where the foreign legal entity is registered, accompanied by a legalized translation into Romanian, performed by an authorized translator.
(3) The ONRC shall transmit, through the system for interconnecting the trade registers, to the trade register of the head office of the foreign legal person an extract regarding the registration of the branch.
(4) In the case of branches opened by legal persons not governed by the law of a Member State of the European Union or of the European Economic Area, the annual financial statements of the economic operator, as drawn up, audited and published in accordance with Romanian law or, as the case may be, with the law governing the foreign legal person if it provides for equivalent accounting rules to those in force in the European Union, shall be filed with the trade register at the branch's head office.
(5) Publicity of the annual financial statements of legal persons having their registered office in a Member State of the European Union which open branches in Romania is ensured by the publicity of these statements in that Member State.
Article 75
(1) Documents submitted in support of registration applications shall be drawn up in the Romanian language.
(2) Applicants for registration or individuals registered in the trade register may submit the documents supporting their registration applications drafted in one of the official languages of the member states of the European Union or the European Economic Area of which they are citizens, accompanied by translations into Romanian, carried out by a certified translator.
Upon request, the publicity of the translated documents can be ensured in one of the official languages of the member states of the European Union, with the documents being submitted in a translation performed by a certified translator.
(4) Translated documents in a foreign language will be formatted either in two columns, with the Romanian text in the first column and the foreign language text in the second column, or consecutively, starting with the Romanian text followed by the foreign language text.
(5) In the event of a discrepancy between the documents and information published in Romanian and the voluntarily published translation, the latter shall not be enforceable against third parties; however, third parties may rely on the voluntarily published translation, unless the company proves that they were aware of the version that was subject to mandatory publicity.
(6) The offices of the trade register shall provide access to and copies of the documents referred to in paragraph (3) on the same terms as for documents in the Romanian language.
Article 76
(1) Documents submitted in support of the registration application that fall within the category of official acts shall be presented to the trade register office as follows:
a) in their original form - for states with which Romania has concluded conventions including provisions referring to the abolition of the requirement for legalization and any other similar formalities;
b) in the original form - for the states in respect of the acts for which the European Union regulations provide this form;
c) in the original form containing the apostille - for the states parties to the Convention abolishing the requirement of legalisation for foreign public documents, adopted in The Hague on 5 October 1961, to which Romania acceded through Government Order no. 66/1999, approved by Law no. 52/2000, with subsequent amendments, with the exception of the states provided for in lit. a) and b);
d) in its original form, containing proof of legalization - for states that do not fall under any of the situations provided in letters a)-c).
(2) The documents specified in paragraph (1) must be accompanied by a legalized translation in Romanian, in original form, or in electronic format, transmitted by a public notary, in accordance with Article 84, paragraph (2), through electronic means with a qualified electronic signature.
Article 77
The lack of a mandatory element of the registration request or of one of the mandatory documents in support of these entails the rejection of the registration request.
Article 78
(1) The format of the registration request in the trade register is established by order of the Minister of Justice, at the proposal of ONRC.
(2) The format, security features and structure of the registration certificate, in paper and electronic format, shall be established by order of the Minister of Justice, upon proposal of the ONRC.
(3) The format of the fiscal registration request is established by a joint order of the President of ANAF and the Minister of Justice, to be included in the registration request in the Trade Register.
Section 4 Signing the application
Article 79
(1) The application for registration in the trade register of a legal person shall be signed by its legal representative or by his or her specially or generally empowered proxy or lawyer, on the basis of a lawyer's authorization, or by any partner, shareholder or member.
(2) The application for registration of a branch of a legal person having its seat in Romania or abroad shall be signed by the representative of the legal person who directly deals with the activities of the branch, personally or through a special/general power of attorney, or by a lawyer, with a lawyer's authorization.
Article 80
(1) The application for registration of the self-employed person and the individual enterprise is signed by the natural person applying for registration as a self-employed person, respectively by the owner of the individual enterprise, personally or through a special / general power of attorney and notarized, or by a lawyer, with a lawyer's authorization.
(2) The application for registration of the family business is signed by the representative appointed by the constitution agreement or by his/her attorney with special/general power of attorney and notarized or by a lawyer, with a lawyer's power of attorney.
Article 81
(1) The application for registration of entries in the trade register or, as the case may be, other applications shall be signed by the legal representative of the legal person or by his/her specially/generally empowered proxy or by a lawyer, with a power of attorney.
(2) In the case of a self-employed individual, a sole proprietorship and a family business, the registration application for entries or, as the case may be, other applications shall be signed by the natural person applying for registration as a self-employed individual, by the owner of the sole proprietorship, or by the representative appointed by the constitution agreement or by their proxy, respectively.
(3) The application for registration of mentions or, as the case may be, other applications regarding a branch of a legal person established in Romania or abroad shall be signed by the representative of the legal person who directly deals with the activities of the branch, personally or through a special/general power of attorney, or by a lawyer, with a power of attorney.
Article 82
(1) The registration application shall be signed in manuscript or with a qualified electronic signature.
(2) The articles of association, including the standard form of articles of association, shall be signed in manuscript or with a qualified electronic signature by all the founders or by their conventional representatives.
Article 83
For registration with the trade register by electronic means, the qualified electronic signature issued as part of an electronic identification system included in the list published by the European Commission in accordance with Article 9 of Regulation (EU) No 910/2014 shall be used as the electronic identification means.
Section 5 Filing of the registration application and other types of applications
Article 84
(1) The registration application or, as the case may be, another type of application, accompanied by the documents necessary for registration, shall be submitted to the counter or by means of postal/courier services or by electronic means to the office of the trade register in whose territorial jurisdiction the head office/registered office/professional address of the applicants mentioned in Articles 79 to 81 is located, either by the applicants themselves or by an authorized representative.
(2) In the case of deeds submitted in support of registration applications, including the articles of association, if they are drawn up by notaries public or lawyers, they may transmit the registration applications and the accompanying deeds to the trade register offices by electronic means, upon request of the professional, with a qualified electronic signature, attesting the identity of the applicant for registration.
(3) Upon transmission by electronic means, the documents required for registration shall be submitted in accordance with the law in electronic format, signed with a qualified electronic signature, or, as the case may be, in a certified copy by the party by means of a qualified electronic signature.
(4) The sworn statements submitted in accordance with the law in support of the registration application may be in the form of a privately signed document and may be submitted to the trade register office or sent by postal, courier or electronic means, with a qualified electronic signature.
(5) The Trade Register Office shall enter in the Trade Register all the data from the application, as well as the unique registration code and the data which, according to the law, are to be entered in the Trade Register.
Article 85
(1) The registration application, as well as the supporting documents, shall be submitted to any of the offices of the commercial register.
(2) If a legal person with its head office abroad establishes several branches in the country, the documents provided for in Article 73 para. (2) and Article 74 para. (2) shall be filed only with one of the branches, at the choice of the company, with the trade register office in which the other branches are registered, indicating which register ensures the publicity formalities.
Article 86
The applicants for registration and, where applicable, their legal representatives/agents are responsible, in accordance with the law, for the legality, authenticity and accuracy of the data contained in the registration applications and the documents submitted by them in support.
Article 87
The registration application with the Trade Register shall be filed, unless otherwise provided by law, within 15 days from the date of conclusion of the constitutive act or of the amending act, in the case of legal persons, and for self-employed persons, individual enterprises and family enterprises, before the commencement of economic activity or, in the case where the representative of the family enterprise does not file the application, within 15 days from the date of conclusion of the constitution agreement.
Secţiunea a 6-a Acte și fapte care se înregistrează în registrul comerțului
Article 88
The data recorded in the trade register upon registration of a self-employed person, individual enterprise and family business are those included in the registration application, as well as the following:
a) if applicable, the name and surname, personal numeric code, domicile, citizenship, date and place of birth of the spouse/husband of the individual entrepreneur/authorized natural person who regularly participates in the activity of the individual entrepreneur/authorized natural person;
b) the registration number in the trade register, the unique registration code and EUID;
c) data from the declaration on own responsibility regarding the fulfillment of the conditions for functioning/carrying out the activity;
d) the number and date of conclusion of the register or, as the case may be, the judicial decision on the basis of which the registration was made.
Article 89
The registration of companies is recorded in the trade register, the data contained in the registration application, as well as the data from the articles of association, according to art. 7 lit. a)-h) and art. 8 lit. a)-o) of Law no. 31/1990, republished, with subsequent amendments and supplements, as well as data on the status of the company, the number and date of conclusion of the register, data from the declaration on own responsibility regarding the fulfillment of the conditions of functioning/carrying out of the activity, the order number in the trade register, EUID and the unique registration code, the name and headquarters of the authorized independent register company that keeps the register of shareholders, if applicable, according to art. 180 para. (4) of Law no. 31/1990, republished, with subsequent amendments and supplements.
Article 90
The data registered in the trade register at the registration of national companies and national societies are those provided for in art. 90, as well as in the founding act.
Article 91
For European companies based in Romania, the data provided for in Article 89, the data relating to the subscription/payment of the minimum capital provided for by Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE), the data attesting to the fulfillment of the conditions of a European character, as well as, if applicable, the data concerning the transfer of the head office from/to another Member State of the European Union.
Article 92
The registration of economic interest groups records in the trade register the compulsory data included in the registration request, those in the articles of incorporation pursuant to art. 122 para. (1) of Law no. 161/2003, with subsequent modifications and additions, data on the status of the company, the number and date of conclusion of the register, data from the declaration on own responsibility regarding the fulfillment of the legal conditions of functioning, the order number in the trade register, EUID and the unique registration code.
Article 93
For European economic interest groups based in Romania, the data provided for in Article 89, the data certifying the fulfillment of the European character conditions, as well as the data on the transfer of the headquarters from / to another state, if applicable, are registered in the trade register.
Article 94
For cooperative societies, the data from the registration application, the data provided for in Article 16 (1) lit. a) to j) and n) of Law No. 1/2005 on the organization and functioning of cooperatives, as republished, with subsequent amendments, data on the status of the company, the number and date of conclusion of the register, data from the declaration on own responsibility regarding the fulfillment of the legal conditions of functioning, the order number in the trade register, EUID and the unique registration code are registered in the trade register.
Article 95
For agricultural cooperatives, the data from the registration application, the data provided for in Article 11 (2) lit. a), b) and d) of Law No. 566/2004 on agricultural cooperation, as amended and supplemented, data on the status of the company, the number and date of conclusion of the register, data from the declaration on own responsibility regarding the fulfillment of the legal conditions for functioning, the order number in the trade register, EUID and the unique registration code are registered in the trade register.
Article 96
For cooperative organizations, the compulsory data included in the registration application and the articles of association are registered in the trade register, in accordance with Article 351 of Government Emergency Order No. 99/2006 on credit institutions and capital adequacy, as amended and supplemented by Law No. 227/2007, as subsequently amended and supplemented, the data on the status, number and date of conclusion of the register, the data from the declaration on own responsibility regarding the fulfillment of the legal conditions of functioning, the order number in the trade register, EUID and the unique registration code.
Article 97
For the European cooperative societies based in Romania, the data concerning the subscription/payment of the minimum capital provided for by Council Regulation (EC) No 1435/2003 of 22 July 2003 on the statute for a European cooperative society (SCE), the data attesting to the fulfillment of the conditions of a European character, the data concerning the status, number and date of conclusion of the register, the data from the declaration on own responsibility regarding the fulfillment of the legal conditions of functioning, the registration number in the trade register, EUID and the unique registration code, as well as the data concerning the transfer of the seat from/to another Member State of the European Union are also registered.
Article 98
The data recorded in the trade register for branches of legal entities established in Romania are the data from the registration request, as well as the following:
a) the resolution of the general meeting/decision of the board of directors, or of the management board, by which the branch was established;
b) data on the status of the legal entity, the number and date of conclusion of the registrar, data from the declaration on own responsibility on the fulfillment of legal conditions for operation or carrying out of the activity, the order number in the trade register, EUID and the unique registration code.
Article 99
For national research and development institutes that also carry out economic activities, including those in agriculture, the following data are registered with the trade register:
a) founding act;
b) company;
c) registered office;
d) the value of the estate at the time of its establishment;
) the scope of activities, indicating the field and the main activity, as well as the authorized activities;
f) the governing bodies and the act appointing them, the full name, place and date of birth, personal numeric code, domicile and citizenship of the individual representative, as per the identity document issued in accordance with the law, type of identity document, series/number, issuer of the identity document, date of issue and expiry;
g) units with or without legal personality;
h) data privind starea, numărul și data încheierii registratorului, datele din declarația pe propria răspundere privind îndeplinirea condițiilor legale de funcționare, numărul de ordine în registrul comerțului, EUID și codul unic de înregistrare;
i) other mentions provided by law.
Article 100
(1) The data registered in the trade register in the case of branches of legal entities with headquarters abroad are the data from the registration request provided for in Article 74 (1) and (4), as well as the following:
a) the resolution of the general meeting or the decision of the board of directors or management board, as the case may be, by which the branch was established;
b) data on the status of the legal entity, the number and date of conclusion of the registrar, data from the declaration on own responsibility on the fulfillment of legal conditions for operation or carrying out of the activity, the order number in the trade register, EUID and the unique registration code.
(2) In the trade register, mentions are registered regarding:
a) the opening and termination of a judicial or extrajudicial insolvency proceeding concerning the legal person;
b) preventive concordat procedure to which the legal entity is subject or any other similar procedures;
c) dissolution, liquidation, completion of liquidation and deletion of the legal entity;
d) the names and powers of the liquidators;
e) closing of the branch and its deletion from the trade register;
The submission of annual financial statements of legal entities, which will be subject to the same publicity formalities as those required for the financial statements of Romanian legal entities, except for companies from a member state of the European Union, for which the publicity of financial statements is carried out in that member state.
(3) After making the entry provided for in paragraph (2) (e) by the registry office of the commercial register at the branch office, the ONRC shall notify, through the register interconnect system, the register of the member state in which the legal person is registered, of the closure of the branch in Romania and its deletion from the register.
Article 101
(1) The ONRC shall receive, through the system for interconnecting the trade registers, a notification including information regarding the entries provided for in Article 100 (2) (a), (c) and (f), as well as changes to the following data relating to the legal person: name, registered office, registration number, legal form, legal representatives, with a view to registering them ex officio in the trade register.
(2) ONRC confirms, through the interconnection system, the receipt of the notification under para. (1), which it immediately transmits to the office of the trade register where the branch is registered, which updates the data in the trade register.
(3) In the event that the legal person from a Member State of the European Union has been struck off the register, the trade register office in which the branch is registered shall strike it off the register as soon as it receives, through the ONRC, the notification including the relevant information and documents pursuant to paragraph (1).
(4) The provisions of paragraph (3) shall not apply to branches of legal persons from a Member State of the European Union which have been deleted from the register as a result of a change in legal form, merger or division of the legal person or a cross-border transformation thereof.
(5) In the case of the closure of a branch office opened in a Member State by a Romanian legal person, the ONRC confirms, through the interconnection system, the receipt of the notification from the trade register in which the branch is registered and transmits it to the office of the trade register at the branch's headquarters for immediate entry.
Article 102
The ONRC immediately notifies, through the interconnection system, the trade register of the member state in which the Romanian legal person has opened a branch, of the information, in the event that a change has been registered with regard to any of the following elements regarding the legal person:
a) firm;
(b) social headquarters;
c) registration number in the trade register and EUID;
d) legal form;
e) representatives of the legal person;
f) submission of the annual financial statements;
g) opening and termination of insolvency proceedings against the legal entity;
h) opening and closing of a preventive concordat procedure to which the legal entity is subject or confirmation of a preventive restructuring agreement, under Law no. 85/2014 on prevention and insolvency procedures, with subsequent amendments and supplements;
i) dissolution, liquidation of the legal person, completion of liquidation and deletion of the legal person.
Article 103
(1) Entries in the commercial register shall include:
a) changes to the acts, facts and data registered in the trade register;
b) changing the registered office of legal entities;
c) donation, sale, lease, movable mortgage on the business fund, adjudication acts, enforced execution and transfer by inheritance, accompanied by the documents provided by law, as well as any other act by which changes are made to the records in the trade register regarding the business fund;
d) the divorce decision pronounced during the exercise of economic activity, in the event that one of the spouses holds the quality of associate / shareholder / member / cooperating member / authorized natural person / individual entrepreneur / representative or member of the family business, the modification of their civil status, the matrimonial regime, as well as inscriptions by which the division of goods is realized for persons who hold the qualities listed above;
) affected assets for the members of a family business, for the authorized natural person and for the individual entrepreneur;
f) opening and closing of a preventive concordat procedure, confirmation of a preventive restructuring agreement, pursuant to Law no. 85/2014, with subsequent amendments and supplements;
g) the opening of insolvency proceedings, including cross-border, judicial reorganization, bankruptcy, based on court decisions or notifications made under Law no. 85/2014, with subsequent amendments and supplements, or special laws in the field of insolvency, as well as other mentions regarding the course of the insolvency procedure, according to the law;
h) the prohibition of the natural person registered as an authorized person, the owner of a sole proprietorship or the members of a family business, the establishment of a guardianship over them, as well as with regard to the lifting of these measures;
i) the prohibition, established as a complementary penalty by a final judicial decision, from carrying out the activity used to commit the offense, from exercising the profession or trade, in the case of a person registered as a self-employed individual, the owner of a sole proprietorship, a member of a family business, respectively in the case of persons who have the quality of founder, partner / shareholder, member of a legal person, administrator, member of the board of directors, director, member of the board of directors, censor, auditor, in the cases provided by law;
j) the final conviction of the legal person;
k) other measures taken under Law No. 286/2009 on the Criminal Code, as amended and supplemented, and Law No. 135/2010 on the Criminal Procedure Code, as amended and supplemented;
l) other measures regarding the records made in the trade register, ordered by the judicial courts, including through procedural acts that reproduce the device of a judicial decision, or by other judicial bodies, with the appropriate modification of the data recorded in the trade register;
m) acts issued by public institutions and authorities in the exercise of their powers, established by law, and which are related to the data registered in the trade register;
n) establishment of the insurer's sequestration, garnishment, other insurance measures;
) resignation of the managers, authorized persons, auditors, if applicable;
p) any other changes regarding the documents, actions, and data recorded in the commercial register.
(2) The administrator, manager, empowered person, censor, auditor, as the case may be, are obliged to request and record in the trade register the judicial decisions or other acts by which the cessation of the effects of certain registered measures is ordered.
Article 104
(1) Court decisions concerning acts, facts and entries which, under the law, are to be entered in the trade register shall, within 15 days from the date on which they become final, be sent by the courts to the trade register office.
(2) In the decision, the court shall also order the appropriate registration in the trade register and, if necessary for registration in the trade register, the submission by the professional or the person concerned of other documents necessary for registration in the trade register of the respective entry.
Section 7 Procedure before the registrar
Article 105
(1) The application for registration in the trade register shall be decided by the registrar, on the basis of documents, within one working day from the date of registration of the application.
(2) By way of exception to para. (1), where there are suspicions of fraud regarding the identity of the applicant, his legal representative or any other persons whose identity is verified in the registration procedure, the registrar shall require their physical presence. Physical presence is not required where the registration application and documents submitted in support thereof, including the articles of association, are drawn up by notaries public or lawyers.
(3) In the online incorporation procedure, if the registrar exceptionally requests physical presence under para. (2), all other stages of the procedure shall be carried out entirely online.
(4) If it is necessary to obtain information and/or documents through the system for the interconnection of the trade registers of the Member States, the registrar may grant a period for the resolution of the registration request.
(5) Upon the request of the party or its representative, a public hearing shall be organized.
(6) In the event that the resolution of the request has been postponed, and the applicant files a request to change the deadline for resolution, it is registered, and the applicant receives a deadline for resolving the registration request of one working day, without taking into account the day of registration of the request to change the deadline.
(7) At the expiry of the deadline, registration applications shall be dealt with, without any further extension being granted.
(8) If the applicant amends the documents submitted in support of the registration application, the initially submitted documents will no longer be taken into account when deciding on the application.
Article 106
(1) If the registration application and the documents submitted in support thereof or the standard form of the constitutive act, as the case may be, are incomplete or do not meet the legal requirements for the establishment, constitution, organization and functioning of professionals who are obliged to register or if the registrar considers that other information or documents are necessary for the resolution of the application, he shall grant, by conclusion, a term of remedy or completion of no more than 15 calendar days.
(2) The term and grounds for postponement are displayed on the ONRC online services portal and can also be consulted through the work stations set up at the offices of the trade register.
(3) The deadline for processing the registration request and the deadline for issuing the documents provided for by law shall be amended accordingly.
(4) In the event that the applicant remedies/completes the registration application before the expiry of the term set by the registrar and requests the replacement of the term for resolution, the registration application is resolved on the day following the day of the remedy/completion.
(5) If the applicant fails to comply with the obligations imposed by the deferral agreement within the time limit specified in paragraph (1), the registration application shall be rejected.
Article 107
(1) If the legal requirements for the establishment, constitution, organization and functioning of professionals who are obliged to register are met, the registrar shall issue a conclusion on the admission of the registration application within one working day from the date of registration of the application with the trade register office or, as the case may be, from the date of fulfillment of all formalities and receipt of all documents and information ordered by the registrar for constitution and registration.
(2) The date of registration in the trade register is the date on which the registration was actually made in this register.
(3) Registration in the trade register shall be effected within 24 hours from the date on which it was ordered by the registrar by conclusion.
(4) Legal entities acquire legal personality as of the date of the effective registration in the trade register.
Article 108
(1) If the legal requirements for registering the application are not met, the registrar shall, by a reasoned decision, reject the registration application.
(2) In the event that the applicant withdraws the application, the registrar shall take note of the withdrawal by way of a closing order.
Article 109
The provisions of Article 105 (1) and (6)-(8), Article 106, Article 107 (1) and Article 108 shall also apply mutatis mutandis to the settlement of other applications for registration in the commercial register.
Article 110
(1) Upon registration/entry, the registration certificate shall be issued, containing the serial number from the trade register, the unique fiscal registration code, EUID, accompanied by the conclusion pronounced by the registrar, the constative certificates issued as a result of registering the data from the standard declaration on one's own responsibility regarding the authorization to operate or carry out the activity, as well as, where applicable, other acts provided for by this law.
(2) Upon registration of entries, the registration certificate of entries shall be issued, accompanied by the conclusion pronounced by the registrar, as well as, where appropriate, the constatative certificates issued as a result of registering the data from the standard declaration on own responsibility regarding the authorization to operate and other acts provided for by this law.
(3) The certificates and other documents referred to in paragraphs (1) and (2) shall be issued, according to the applicant's option, also in electronic format, signed with a qualified electronic signature. Upon request, the applicant may be issued a copy or a certified copy of the letter-format copy of these documents, kept in the professional's file.
(4) Both at registration and at each registration of changes to the articles of association, the applicants, together with the release of the documents provided for in para. (1) and (2), to take note of the data registered in the commercial register, are provided with up-to-date and specific information from the commercial register on the professional who was the subject of registration in the commercial register.
(5) All documents issued by the ONRC under paras. (1)-(4) shall be drawn up in Romanian.
Article 111
(1) The documents provided for in Article 110 (1) and (2) shall be communicated, depending on the applicant's option, in one of the following ways:
a) directly at the cash desk, in letter format, at the seat of the trade register offices;
b) by electronic means;
c) by post, with acknowledgement of receipt, with the payment of the associated costs or by courier services.
(2) In the case of authorized natural persons, individual and family businesses, the transmission of documents can also be made through the assistance and representation offices within the town halls, according to the Emergency Government Ordinance no. 44/2008, approved with amendments and additions by Law no. 182/2016, with subsequent additions.
(3) For the purpose of communicating documents in the manner provided for in paragraph (1) (b) and (c), the applicant shall indicate in the registration application and in any other applications to the commercial register office the person and the postal or electronic address to which the documents are to be communicated.
(4) The decision to acknowledge the waiver of the registration request is not communicated.
(5) In the case where the application for registration/registration and the documents necessary for registration are submitted electronically, with a qualified electronic signature, the conclusion of the registrar and, where applicable, the registration certificate, or the certificate/certificates issued as a result of registering the data from the standard declaration on own responsibility regarding the authorization to operate, signed with a qualified electronic signature, shall be communicated in the same manner, the date of communication being considered the date on which it becomes available to the recipient. The conclusion of the registrar, the registration certificate, the certificate/certificates issued as a result of registering the data from the standard declaration on own responsibility regarding the authorization to operate thus transmitted shall be assimilated to authentic instruments.
(6) At the express request of the professional, mentioned in the registration application or subsequently, in the case of requesting the release by electronic means of the documents attesting the registration in the trade register, he/she may be released a copy/certified copy of the documents provided for in para. (1), after the copy issued in letter format, kept in the professional's file.
Article 112
(1) Against the decision of the registrar pronounced according to art. 108 or, as the case may be, according to art. 110 the applicant can file a complaint within 10 calendar days from the communication of the decision, in case he has requested the communication by the means provided for in art. 111 para. (1) lit. b) and c). In these cases, the applicant can file a complaint also from the date of the publication of the decision in the Bulletin, if this date is prior to the communication.
(2) In the case provided for in Article 111 (1) lit. a), if the conclusion is not collected from the counter within the release term of the documentation, the applicant may lodge a complaint within 10 days from the date of publication of the conclusion in the Bulletin.
(3) Any interested person other than the applicant may file a complaint against the registrar's decision within 10 calendar days from the date of publication in the Bulletin or within 10 calendar days from the date of publication of the records in the Official Gazette of Romania, where the law provides for such.
Article 113
(1) The complaint is filed, in the case of authorized natural persons, individual and family businesses, at the court in whose territorial jurisdiction the professional headquarters of the applicant is located.
(2) The complaint shall be lodged, in the case of legal persons, with the office of the trade register, which shall enter it in the trade register and communicate it to the court/specialized court within three working days from the date of lodging.
(3) In the event that the complaint against the registrar is filed directly with the court/tribunal/specialized court, at the first hearing the court will inform the applicant that by the next hearing he/she must provide proof of the mention in the trade register of the filing of the complaint.
Article 114
(1) The correction of material errors in the content of the registrar's conclusions is ordered by the conclusion of the registrar, ex officio or at the request of interested persons.
(2) The correction of material errors found in the content of the documents submitted by the applicant shall be ordered by the registrar, at the request of the interested persons, on the basis of the appropriately modified documents.
Article 115
(1) The reconstruction of the files of persons registered in the trade register, in whole or in part, shall be ordered by the registrar, by conclusion, ex officio or at the request of interested persons.
(2) The registrar shall set the time limit within which the professional must file with the file certified copies of the documents filed with the trade register office, the documents issued by the trade register office or other public authorities and institutions, natural persons, other legal persons, as the case may be.
(3) The Registrar may request certified copies of the documents in question from public authorities and institutions, natural persons, and other legal entities that hold them.
Article 116
(1) The applicant of the registration application or, as the case may be, his/her representative may obtain, at a fee, copies of the documents submitted in support of the application under examination.
(2) Other interested parties will become aware of the documents in the file of the persons registered in the trade register only by requesting copies/certified copies of these, with the payment of the legal fee, after the resolution of the registration requests and the performance of the registrations in the trade register, if special laws do not provide otherwise.
(3) The criminal investigation and prosecution authorities shall have access to the professional file registered in the trade register, which they may consult in paper form or from the electronic archive.
Article 117
(1) In order to ensure a uniform practice of the ONRC and the commercial register offices attached to the courts, the Commission for Analysis and Unified Practice of the ONRC, hereinafter referred to as the Commission, shall be established, consisting of registrars and legal experts. Its composition shall be determined annually by decision of the Director General of the ONRC.
(2) Depending on the aspects of the notification, the Commission may request expert opinions from specialists within the Ministry of Justice or from other institutions with which the ONRC collaborates.
(3) The Commission shall draw up opinions on the legal aspects referred to in the analysis of the company registration activity, which it shall bring to the attention of the structures within the ONRC and the company registration offices.
(4) The organization and functioning of the Commission shall be established by a regulation approved by a decision of the General Director of ONRC.
Section 8 Court Procedure
Article 118
(1) The competent court to rule on complaints against the registrar's conclusion, as well as any other requests related to the registration activity in the trade register or introduced, according to the law, by the ONRC or by any interested persons, is the court in whose territorial jurisdiction the authorized natural person, individual or family enterprise has its professional headquarters, respectively the tribunal or, as the case may be, the specialized court in whose territorial jurisdiction the legal person or branch of the legal person has its registered office.
(2) The complaint is not suspensive of execution.
(3) The court shall decide on the complaint in a panel consisting of a single judge, with citation of the party and the competent trade register office.
(4) The decision solving the complaint is enforceable and is subject to appeal only. The appeal term is 15 days from the communication of the decision.
Article 119
(1) The ONRC has active procedural legitimacy and may intervene in any case regarding records in the trade register, the interest being presumed.
(2) Applications filed by the ONRC under this Law are exempt from stamp duty or any other fees/tariffs/commissions provided by law.
Article 120
(1) Any natural or legal person who is harmed as a result of a registration or by a mention in the trade register has the right to request the court, in the case of natural persons, and the specialized court, in the case of legal persons, to delete the harmful registration and, if appropriate, to restore the previous situation, in whole or only with regard to certain elements of it.
(2) The application shall be filed with the trade register office where the professional is registered, and a note to that effect shall be made in the trade register. Within 3 working days from the date of filing, the trade register office shall forward the application to the court, specialized court/tribunal within whose territorial jurisdiction the professional's headquarters are located, and in the case of a branch established in another county, at the request of the legal person who has been harmed, to the specialized court/tribunal in the county where the branch is located.
(3) The court shall rule on the claim with the citation of the trade register office and the professional.
(4) The judicial decision resolving the claim can only be appealed, and the appeal term runs from the pronouncement, for the present parties, and from the communication, for the absent parties.
(5) The Trade Register Office shall carry out the deletion and publish the final judicial decision in the Bulletin. To this end, the court shall communicate to the Trade Register Office the final judicial decision.
Section 9 Recording of the declaration on own responsibility regarding the fulfillment of the conditions for functioning/carrying out the activity
Article 121
(1) The authorization to operate is obtained through the registration in the Trade Register of the standard declaration of responsibility and the associated data, by which the applicant assumes responsibility for the legality of all activities declared in the scope of business and for fulfilling the legal conditions for carrying them out, at the social/professional headquarters, at the secondary headquarters or, as the case may be, outside of them.
(2) Activities with a significant impact on the environment are authorized, from the point of view of environmental protection, by the competent environmental protection authorities, at their headquarters. The authorization procedure and the list of activities with a significant impact on the environment are established by order of the line minister, notified to the ONRC.
(3) Activities for which the law regulates special authorization/notification conditions for operation are authorized by the relevant authorities and institutions, according to the procedures issued in this regard, prior to or subsequent to the conduct of the economic activities for which the authorization is required.
(4) In the case provided for in paragraph (3), the public authorities/institutions involved shall conclude cooperation protocols with the ONRC for the periodic transmission of the list of CAEN codes requiring special authorization/notification conditions, as well as of professionals whose main or secondary activity object is these activities, for which the registrar shall decide, in the conclusion, the necessity of obtaining these authorizations or notifications, in order to carry out, under legal conditions, the respective activity.
Article 122
(1) The applicant must submit, together with the registration application, the standard declaration on his/her own responsibility regarding the fulfillment of the conditions for the operation/conduct of the activity for the registered office/professional and/or secondary seats or, as the case may be, to third parties.
(2) The company's own office activities are not subject to the submission of the declaration of honor, provided for in Article 121 (1).
(3) The declaration shall be signed in manuscript or with a qualified electronic signature by the partners, managers, representative of the legal person directly engaged in the activities of the branch, the natural person requesting registration as an authorized natural person, the individual entrepreneur, the designated representative of the family business, indicating that the legal person, branch, authorized natural person, individual enterprise or family business carries out all the activities declared in the scope of activities at the social or professional headquarters and / or at the secondary headquarters, if any, at third parties, with the fulfillment of the operating conditions provided by the legislation in the field of health, veterinary health, environmental protection and labor protection.
(4) In the event of a change in the scope of activities or authorized activities, the registered office/professional address, or the establishment of new secondary offices, as well as in the case of temporary cessation of activities by authorized natural persons, individual enterprises, family businesses or companies that have carried out activities since their establishment or resumption, the applicant shall submit to the single office of the registry of commerce a new standard declaration for the registered office/professional address and/or secondary offices, as the case may be, to third parties, corresponding to the changes made and attesting to the current situation for the conduct of all activities declared in the scope of activities.
(5) The Trade Register Office shall register in the Trade Register the submission of the statement of honor regarding the fulfillment of the conditions for the operation/carrying out of the activity for the social/professional headquarters and/or for each secondary headquarters, as the case may be, to third parties and the data included in the statement.
(6) The standard declaration of responsibility for meeting the operating conditions is an annex to the application for registration in the trade register.
(7) For the head office/professional and/or for each secondary office, if any, to third parties, the trade register office issues, along with the conclusion of the registrar, the registration certificate or, as the case may be, the mention and an attesting certificate, which certifies that the declaration provided for in para. (1) and the data from it have been registered.
(8) The model of the declaration on one's own responsibility regarding the fulfillment of the conditions for functioning/carrying out the activity and the model of the constative certificate, which attests that the declaration provided for in para. (1) and the data from it have been registered, shall be approved by order of the Minister of Justice.
(9) The certificates of record mentioned in para. (7) shall be stamped by the office of the trade register. For certificates issued in electronic format, the stamp is replaced by a qualified electronic seal.
Article 123
(1) For the purpose of control by the competent public authorities/institutions in the field of authorization to operate and verification of the declared data, the trade register office shall transmit to them, electronically, information from the model declarations on the responsibility regarding the fulfillment of the conditions for functioning/carrying out the activity at the social/professional headquarters and/or secondary headquarters or, as the case may be, to third parties, and the identification data of the registered persons, within 3 working days from the date of registration in the trade register.
(2) The competent public authorities/institutions referred to in paragraph (1) are:
a) The Ministry of Health, through the territorial public health directorates;
b) The National Sanitary Veterinary and Food Safety Authority, through its territorial structures;
c) the Ministry of Environment, Water and Forests, through its territorial units;
d) The Ministry of Labour and Social Solidarity, through the territorial labour inspectorates.
Article 124
(1) Following the control/verification, the authorities/public institutions provided for in Article 123 (2) shall, where applicable, notify the trade register office of the act by which the suspension of the activity or the prohibition of the activity has been ordered, within 3 working days from its issuance, for registration, ex officio, in the trade register.
(2) The document transmitted pursuant to para. (1) shall contain the following elements necessary for registration with the trade register: type of document, legal basis for issuance, identification data of the registered professional in the trade register, address of the head office or secondary office for which the respective measures have been taken, activities for which the sanctioning has been decided, according to the CAEN Nomenclature and, where appropriate, the period for which the respective measure has been decided.
(3) Any change in the situation provided for in paragraph (1) shall be communicated to the trade register office by the professional registered in the trade register for registration, accompanied by relevant documents issued by the competent public authorities/institutions. In the event that the changes are notified by the competent public authorities/institutions, they shall be registered ex officio in the trade register.
Secţiunea a 10-a Atribuirea codului unic de înregistrare și înregistrarea fiscală a profesioniștilor care au obligația înregistrării în registrul comerțului
Article 125
The fiscal registration request is made by submitting the registration application to the single office of the commercial register office attached to the court, and the assignment of the unique registration code by the Ministry of Finance - ANAF is conditional on the acceptance of the registration application in the commercial register.
Article 126
(1) In order to assign the unique registration code by the ANAF, the offices of the trade register transmit, directly or through the ONRC, electronically, to the ANAF, the data relating to the records made in the trade register and those contained in the fiscal registration request, which constitutes an annex to the registration request.
(2) On the basis of the data transmitted in accordance with the provisions of para. (1), the ANAF assigns the unique registration code.
(3) The structure of the unique registration code is established by the ANAF.
Article 127
(1) The registration certificate containing the unique registration code is the document attesting that the legal person has acquired legal personality, respectively that the professionals have been registered with the trade register office of the court and with the tax authority.
(2) The unique registration code assigned shall be used by all computer systems that process data on the persons referred to in Article 4(1), as well as by them in their relations with third parties, including public authorities and institutions, throughout their existence.
Article 128
The professional registered in the trade register is obliged to mention on invoices, offers, orders, tariffs, brochures and any other documents used in economic activity the company, the social or professional headquarters, the unique registration code.
Article 129
Law No. 31/1990 on companies, as republished in the Official Gazette of Romania, Part I, No. 1066 of 17 November 2004, with subsequent amendments and supplements, is hereby amended and supplemented as follows:
- Article 6, paragraph (2) shall be amended as follows:
(2) Those who, according to the law, are incapable or who have been prohibited by a final court decision from exercising the right to be a founder as a complementary punishment for the conviction of offenses against property by breaching trust, corruption offenses, embezzlement, offenses of false documents, tax evasion, offenses provided by Law No. 129/2019 on the prevention and combat of money laundering and the financing of terrorism, as well as for the amendment and supplementation of certain normative acts, with subsequent modifications and completions, or for the offenses provided by this law, may not be founders. - After Article 6, a new article, Article 6^1, is inserted, with the following content:
Article 6^1
By signing the articles of association, the founders assume responsibility for fulfilling the conditions provided for in Article 6 to establish a company, with a clause to this effect provided in the articles of association.
3. Article 7(d) shall be amended as follows:
d) the subscribed capital, indicating the contribution of each partner, in cash or in kind, the value of the contribution in kind and the method of evaluation; in limited liability companies, the number and nominal value of the social parts, as well as the number of social parts attributed to each partner for his contribution, shall be specified;
4. At Article 7, a new paragraph, lit. d^1), is inserted, reading as follows:
The method of adopting resolutions of the general assembly of associates, with the vote of all associates, in cases where an absolute majority cannot be established due to the parity of participation in the share capital;
5. Article 7, letters e) and i) shall be amended as follows:
e) associates who represent and manage the company or non-associated managers, their identification data, the term of office, the powers conferred on them and whether they are to exercise them jointly or separately;
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i) the dissolution and liquidation module of the company; the methods of ensuring the settlement of the passivity or its regularization in agreement with the creditors, in the case of dissolution without liquidation, when the associates are in agreement regarding the distribution and liquidation of the company's assets.
6. At Article 7, a new paragraph, lit. f^1), is inserted, reading as follows:
f^1) where applicable, the identification data of the ultimate beneficial owners and the ways in which control over the company is exercised;
7. Article 8(f)(2) shall be amended as follows:
the type of company, namely closed or open, as well as any restrictions regarding the transfer of shares;
8. At Article 8, a new paragraph, lit. k^1), is inserted, reading as follows:
k^1) as the case may be, data identifying the ultimate beneficial owners and the ways in which control over the company is exercised;
Article 8^1 is amended and will have the following content:
Article 8(1)
The identification data provided for in Article 7 (a), (e), (e1) and (f1), respectively in Article 8 (a), (g), (h) and (k1) include:
a) for individuals: name, surname, personal numeric code and, if applicable, its equivalent, in accordance with the applicable national legislation, place and date of birth, domicile/residence and citizenship, identity card/passport, series, number, issuer, date of issue, validity period;
b) for legal entities: company name, registered office, nationality, registration number in the commercial register and/or unique registration code, unique identifier at European level, in accordance with the applicable national law.
Article 9^1 is amended and will have the following content:
Article 9(1)
(1) A limited partnership and a simple command partnership are required to pay the full amount of the subscribed social capital upon incorporation.
(2) The limited liability company must pay 30% of the subscribed capital no later than 3 months from the date of registration, but before starting operations on behalf of the company, and the difference of the subscribed capital will be paid:
a) for the cash contribution, within 12 months from the date of registration;
b) for contributions in kind, within a maximum period of 2 years from the date of registration.
11. Article 18, paragraph (3) is amended to read as follows:
(3) The Trade Register shall register the prospectus in the Trade Register.
12. Article 19, paragraph (1) is amended to read as follows:
Article 19
(1) Subscriptions for shares shall be made on one or more copies of the founders' issue prospectus.
13. Article 26, paragraph (1) is amended to read as follows:
Article 26
(1) If there are contributions in kind, advantages granted to any person who participated in the incorporation of the company or in transactions leading to the granting of the license, transactions concluded by the founders on behalf of the company being constituted and which it is intended to take over, the founders shall request the registrar of commerce to appoint one or more experts. Articles 38 and 39 shall apply mutatis mutandis.
14. Article 36(2)(b) is repealed.
15. Article 36(2)(c) is amended as follows:
c) proof of declared residence;
16. Article 36(2), points d), e) and f) shall be repealed.
17. Article 37 is repealed.
18. Article 38, paragraph (1) is amended to read as follows:
Article 38
(1) In the case of joint stock companies, if there are contributions in kind, advantages reserved for any person who participated in the incorporation of the company or in transactions leading to the granting of the license, transactions concluded by the founders on behalf of the company being constituted and which it is intended to take over, the registrar shall, within 5 days of registering the application, appoint one or more experts from the list of authorized experts. They will draw up a report including a description and the method of valuation of each contributed asset and will indicate whether its value corresponds to the number and value of the actions granted in exchange, as well as other elements indicated by the trade register.
19. Article 40, paragraph (1) is amended to read as follows:
Article 40
(1) If the legal requirements are met, the registrar, by decision, shall order the registration of the company in the trade register, under the conditions provided by the law on this register.
20. Article 41(2) is repealed.
21. Article 441, paragraph (1) shall be amended to read as follows:
Article 44^1
(1) The acquisition by the company, within a maximum period of 2 years from its incorporation or from the authorization to start the company's activity, of a good from a founder or shareholder, against a sum or other values representing at least one tenth of the subscribed social capital, shall be subject to prior approval by the general meeting of shareholders, as well as the provisions of Articles 38 and 39, shall be mentioned in the trade register, on the basis of the property transfer deed, concluded in accordance with the law, and shall be published in the Official Gazette of Romania, Part IV.
22. Articles 45 and 46 are repealed.
23. Article 50, paragraph (2) is amended to read as follows:
(2) Operations carried out by the company before the 16th day from the date of the statutory publicity are not opposable to third parties who prove that they were unable to become aware of them.
Article 51 is amended to read as follows:
Article 51
The third parties are always able to invoke the acts or facts with regard to which the publicity was not fulfilled, except in the case where the omission of the publicity deprives them of effects.
25. Article 52 is repealed.
26. Article 56, point d), is amended as follows:
d) missing is the conclusion of the registrar of the trade register of the registration of the company;
27. Article 58, paragraph (3) shall be amended to read as follows:
(3) The court shall communicate the judicial decision to the trade register office, which, after registration in the trade register, shall be published in the Electronic Bulletin of the Trade Register.
28. Article 60 is repealed.
29. Article 64 is repealed.
Article 72 is amended to read as follows:
Article 72
The obligations and liability of the administrators are governed by the provisions on mandate and those specifically provided for in this Act. For the appointment of an administrator, director, or member of the board of directors or supervisory board to be legally valid, the person appointed must expressly accept the appointment.
31. A new paragraph, para. (2), is inserted in Article 73^1, as follows:
(2) By accepting the mandate, the managers, members of the board of directors, directors, members of the management board, auditors, and by concluding the service provision contract, the financial auditor assume responsibility for fulfilling the conditions provided for in Article 6 to hold and exercise this function, with a clause to this effect being included in the contract.
32. Article 93(2)(b) is amended as follows:
b) the date of the constitutive act, the registration number in the trade register and the unique registration code;
33. Article 103^1(1)(a) is amended as follows:
a) the authorization to acquire its own shares is granted by the extraordinary general meeting of shareholders, which shall establish the conditions for such acquisition, in particular the maximum number of shares to be acquired, the duration for which the authorization is granted and which may not exceed 18 months from the date of registration in the trade register, and, in the case of an acquisition for valuable consideration, their minimum and maximum value;
34. Article 131, paragraph (4) shall be amended to read as follows:
(4) In order to be enforceable against third parties, the decisions of the general meeting shall be filed with the trade register within 15 days, for registration. They shall be published in the Official Gazette of Romania, Part IV.
35. Article 134, paragraph (4) shall be amended to read as follows:
(4) The price to be paid by the company for the shares of the shareholder exercising the withdrawal right shall be established by an independent authorised expert as the average value resulting from the application of at least two evaluation methods recognised by the legislation in force at the date of the evaluation. The expert shall be appointed by the trade register keeper in accordance with the provisions of Articles 38 and 39, at the request of the board of directors or the management board.
36. Article 143^2, paragraph (5) shall be amended to read as follows:
(5) The board of directors shall register with the trade register the names of the persons empowered to represent the company, indicating whether they act jointly or separately.
37. Article 1533, paragraph (5) shall be amended to read as follows:
(5) The board of directors shall register with the trade register the names of its members, indicating whether they act jointly or separately.
38. Article 15319 is amended to read as follows:
Article 153^19
The board of directors will request the commercial register to register the appointment of the directors, as well as any changes in the persons of the managers or directors. These data are published in the Official Gazette of Romania, Part IV. The same obligation rests with the board of directors with regard to the registration of the first members of the board of directors and of any changes in the persons of the members of the board of directors or of the supervisory board.
39. Article 192, paragraph (2) shall be repealed.
40. Article 204, paragraph (4) shall be amended to read as follows:
(4) After each change in the articles of association, the managers, or the board of directors, shall file the amending instrument and the full text of the articles of association, updated with all changes, with the trade register, which shall be registered in the trade register on the basis of the conclusion of the registrar of the trade register. In the cases provided for in Article 223 (3) and Article 226 (2), registration in the trade register shall be made ex officio, on the basis of the final decision on exclusion or withdrawal.
41. Article 215, paragraph (1) shall be amended to read as follows:
Article 215
(1) If the increase of the share capital is made by contributions in kind, the general meeting which has decided this will propose to the trade register the appointment of one or more experts for the evaluation of these contributions, under the conditions of art. 38 and 39.
42. Article 219, paragraph (1) shall be amended to read as follows:
Article 219
(1) The resolution of the general meeting on the increase of the share capital has effects only to the extent that it is implemented within 18 months from the date of adoption.
43. Article 227, paragraph (3) shall be repealed.
44. Article 227, paragraph (4) shall be amended to read as follows:
(4) The liquidation and deletion of the company are carried out in accordance with the provisions of Article 237 (6)-(13).
45. Article 230, paragraph (1) shall be amended to read as follows:
Article 230
(1) In partnerships with collective liability, limited liability companies, if a partner dies and there is no contrary agreement, the company must pay the portion due to the heirs, according to the last approved financial statement, within 3 months from the notification of the partner's death, if the remaining partners do not prefer to continue the company with the consenting heirs.
46. Article 237(1)(c) is amended to read as follows:
c) no longer meet the conditions relating to the registered office, other than those provided for in Article 237^2 paragraph (1) letter a);
47. Article 237(1), points d), f) and g) shall be repealed.
48. Article 237, paragraphs (2) and (3) shall be amended to read as follows:
(2) The list of companies for which the National Office of the Trade Register is to bring dissolution actions shall be displayed in the Electronic Bulletin of the Trade Register, at least 15 calendar days in advance, and shall be transmitted to the National Agency for Fiscal Administration.
(3) The decision of the court by which the dissolution was pronounced is communicated to the company, the office of the trade register for the registration of the mention of dissolution in the trade register, the National Agency for Fiscal Administration - the county administration of public finances / the administration of public finances of the sector and is published in the Electronic Bulletin of the Trade Register.
49. Article 237, paragraph (4) is repealed.
50. Article 237, paragraphs 5 to 7, shall be amended as follows:
"
(5) Any interested person may appeal against the dissolution decision only within 30 days from the date of publication of the decision in the Electronic Bulletin of the Trade Register. The appellant shall file a copy of the appeal with the Trade Register Office, for registration in the Trade Register.
(6) Upon the final decision of the court to dissolve, the National Office of the Trade Register, through the registrar, at the request of the company, any interested person or ex officio, appoints, by conclusion, a liquidator enrolled in the Table of Insolvency Practitioners. The remuneration of the liquidator is made from the assets of the dissolved company or, in the absence, from the liquidation fund, constituted in accordance with the law. The remuneration of the liquidator is a fixed amount of 1,500 lei, the final account of the expenses incurred by the liquidator in connection with the liquidation of the company being made, for the situation where there are no goods in the assets of the dissolved company, by the National Union of Insolvency Practitioners in Romania, at the request of the liquidator.
(7) The rulings handed down under para. (6) shall be communicated electronically to the appointed liquidator, entered in the trade register and published in the electronic bulletin of the trade register. In the exercise of his liquidation powers, the liquidator shall be exempt from any fees, tariffs, commissions, court fees and similar charges.
51. At Article 237, a new paragraph, paragraph (7^1), with the following content shall be inserted after paragraph (7):
(7^1) The provisions of Article 260 shall apply mutatis mutandis.
52. Article 237, subparagraphs (9), (10) and (12) shall be amended to read as follows:
(9) The list of companies for which the National Office of the Trade Register is to bring actions for cancellation, under the provisions of para. (8), shall be displayed in the Electronic Bulletin of the Trade Register at least 15 calendar days in advance and shall be transmitted to the Ministry of Finance - National Tax Administration Agency.
(10) The court decision on the dissolution shall be notified to the company, the Trade Register Office for the deletion of the company from the Trade Register, the Ministry of Finance - National Tax Administration - County Public Finance Administration/Public Finance Administration of the Sector and shall be published free of charge in the Electronic Bulletin of the Trade Register. In the case of several court decisions on dissolution, publicity may be made in the form of a table including: the registration number in the Trade Register, the unique registration code, the name, legal form and head office of the dissolved company, the court that ordered the dissolution, the case file number, the number and date of the dissolution decision.
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(12) The visualization of the dissolution and cancellation decisions and the resolutions on the appointment of the liquidator, published in the Electronic Bulletin of the Trade Register, is free of charge.
53. After Article 2371, a new article, Article 2372, is inserted, with the following content:
Articolul 237^2
(1) The National Office of the Trade Register, through the registrar, shall find that the conditions for the dissolution of the company are met in the following cases, at the request of any interested person or ex officio, in cases where:
a) no longer meet the requirements regarding the registered office, as a result of the expiry of the act attesting the right of use of the space intended for the registered office or the transfer of the right of use or ownership of the space intended for the registered office;
b) has ceased its business activity or has not resumed its activity after the temporary inactivity period, notified to the fiscal authorities and registered with the Trade Register, a period which may not exceed 3 years from the date of registration with the Trade Register;
c) in the case of companies with a fixed duration, upon expiry of the duration mentioned in the articles of association, if the procedure provided for in Article 227 (2) is not fulfilled.
(2) The list of companies for which the National Office of the Trade Register is to establish, ex officio, the fulfillment of the conditions for dissolution shall be published in the Electronic Bulletin of the Trade Register, at least 15 calendar days in advance, and shall be transmitted to the National Agency for Fiscal Administration. Upon expiry of this term or, as the case may be, within 3 working days from the date of submission of the dissolution application by any interested person, the registrar shall establish, by conclusion, the fulfillment of the conditions for the dissolution of the company.
(3) The conclusion of the registrar, through which it was found that the conditions for the dissolution of the company were met, does not have an executive character. This is mentioned in the trade register, communicated to the dissolved company and, electronically, to the National Agency for Fiscal Administration - the county administration of public finances / the administration of public finances of the sector and published in the Electronic Bulletin of the Trade Register.
(4) The company whose dissolution has been established by the registrar, as well as the National Agency for Fiscal Administration, may lodge an appeal within 15 days of notification, and any other interested person, within 15 days of the date of publication of the conclusion in the Electronic Bulletin of the Trade Register. The appeal is filed with the office of the trade register and a mention is made about it in the trade register. Within 3 working days from the date of filing, the office of the trade register forwards it to the competent court.
(5) If no complaint has been filed against the closure of the registrar, upon expiry of the period provided for in para. (4), the office of the commercial register shall record, ex officio, the dissolution of the company in the commercial register. From the date of recording the dissolution in the commercial register, the company enters into liquidation.
(6) The decision issued by the court in resolving the complaint can only be appealed by appeal, within 30 days of notification. The appellant shall submit a copy of the appeal to the office of the commercial register, for notation in the commercial register.
(7) Upon final decision, the court's decision is sent to the trade register office for the registration of the dissolution mention in the trade register. After the date of registration of the dissolution mention, the company enters liquidation.
(8) After the registration of the dissolution in the trade register under para. (5) or, as the case may be, para. (7), the National Office of the Trade Register, upon request of the company, of any interested person or ex officio, shall appoint, by order, a liquidator enrolled in the Table of Insolvency Practitioners. The provisions of Article 237 para. (6) on the remuneration of the liquidator shall apply mutatis mutandis.
(9) The rulings issued under para. (8) shall be communicated electronically to the appointed liquidator, registered with the trade register and published in the Electronic Bulletin of the Trade Register. In the exercise of his liquidation duties, the liquidator shall be exempt from any fees, tariffs, commissions, court fees and similar charges.
(10) The provisions of Article 260 shall apply mutatis mutandis.
54. Article 243(2) shall be amended to read as follows:
(2) Opposition shall be filed within 30 days from the date of publication of the draft merger or division in the Official Gazette of Romania, Part IV. In the event that the company has opted for publication on its own website, the opposition period shall run from the date of publication of the draft merger or division in the Electronic Bulletin of the Trade Register. The opposition shall be filed with the trade register office, which shall, within 3 days from the date of filing, note it in the register and forward it to the competent court. The decision rendered on the opposition shall be subject to appeal only.
55. Article 248 shall be amended to read as follows:
Article 248
(1) The amending act of the constitution of the absorbing company is registered with the trade register in whose territorial jurisdiction the company has its registered office. It shall be published in the Official Gazette of Romania, Part IV, at the expense of the company.
(2) Advertising for the merged companies can be done by the merging company.
56. Article 251, paragraph (2) shall be amended to read as follows:
(2) From the date of its establishment, in accordance with Article 249, the merger or division may be declared null and void only if it was not subject to a legality check or if the decision of one of the general meetings that voted on the merger or division project is null or void.
57. Article 2513 shall be amended to read as follows:
Articolul 251^3
The competence to verify the legality of the merger, in terms of the procedure followed by the companies participating in the merger - Romanian legal entities or European companies with their registered office in Romania - and, if applicable, the newly established company - Romanian legal entity or European company with its registered office in Romania - belongs to the registrar of the trade register where the Romanian legal entities or European companies with their registered office in Romania participating in the merger, including the absorbing company, or, if applicable, the newly established company, are registered.
58. Article 2516, paragraph (2) shall be amended to read as follows:
(2) The joint merger project, targeted by the trade register, is published in the Electronic Bulletin of the Trade Register or, as the case may be, in the Official Gazette of Romania, Part IV, at the expense of the parties, in full or in abstract, with at least 30 days before the dates of the meetings in which the general assemblies are to decide on the merger.
59. Article 251^13, paragraph (1) shall be amended to read as follows:
Article 251^13
(1) In the case of a merger by absorption, the Trade Register shall register the amending deed of the articles of association of the absorbing company - a Romanian legal person or a European company with its head office in Romania - after verifying the existence of certificates or similar documents attesting the fulfillment of the conditions provided by law, issued by the competent authorities of the other Member States in which the head office or, as the case may be, the central administration or main office of the other companies participating in the merger is located, and the term for which they have been filed with the Trade Register office, a term which may not exceed 6 months from the date of issue.
60. Article 25113, subparagraphs (4)-(6) shall be amended to read as follows:
(4) The trade register clerk checks, if applicable, the features of the mechanisms for employee involvement in the activity of the absorbing or newly established company.
(5) If the absorbing company or the newly incorporated company is a legal person governed by the law of another Member State, including a European company with its registered office in another Member State, the registrar of the trade register shall verify the legality of the merger resolution submitted by the managers/members of the board of directors to the trade register office where the Romanian legal person company is registered and shall issue a decision establishing that the Romanian legal person company has fulfilled the conditions provided for in this Law. The decision shall be communicated to the Romanian legal person company at its registered office.
(6) The trade register may pronounce the closure provided for in paragraph (5), even if the procedure triggered by the withdrawal requests of shareholders/partners in accordance with Article 251^12 is ongoing, indicating in the closure that the redemption of the shares/social parts is not yet finalized. The withdrawals made by shareholders/partners in accordance with Article 251^12 are opposed to the absorbing or newly established company and its shareholders/partners.
61. Article 251^14, paragraph (1) shall be amended to read as follows:
Article 251^14
(1) In the case of a merger by absorption, the amending act shall be published at the expense of the company in the Romanian Official Gazette, Part IV.
62. Article 25114, paragraph (5) shall be amended to read as follows:
(5) In the case where a European company with its registered office in Romania is established by cross-border merger, the National Office of the Trade Register, at the expense of the parties, shall communicate to the Official Journal of the European Union, for publication, an announcement which includes: the name of the company, the registration number in the trade register in which it is registered, the date of registration, the number of the Official Monitor of Romania in which the extract of the conclusion of the registrar of the trade register on the registration of the company was published.
63. Article 251^15 paragraph (2) letter b) is amended to read as follows:
b) in the case of a merger by absorption, from the date of registration in the trade register of the amending deed of the articles of association, unless the parties agree that the transaction will take effect on another date, which may not be later than the end of the current financial year of the absorbing company or the beneficiary companies or earlier than the end of the last closed financial year of the company or companies transferring their assets, and the control of the trade register keeper provided for in Article 251^13 paragraph (1);
64. Article 252(1)(b) is amended as follows:
b) the appointment of liquidators, as well as any subsequent act which would change their person or the powers conferred upon them, shall be filed, through the liquidators, with the office of the trade register, in order to be mentioned in the trade register. They shall be published in the Official Gazette of Romania, Part IV, or, as the case may be, in the Electronic Bulletin of the trade register.
65. Article 252(2) shall be amended to read as follows:
(2) Only after registration in the trade register, the liquidators will exercise this function.
66. After Article 255, a new Article 255^1 is inserted, with the following content:
Article 255^1
In the case of companies that have been dissolved under Article 237 and 2372, the funds obtained from the sale of the company's assets and rights shall be used to cover, on a priority basis, expenses for taxes, fees, and any other costs related to the sale of the assets, including expenses necessary for the preservation and administration of these assets, as well as for the payment of the liquidator's remuneration.
67. Article 260, paragraph (1) shall be amended to read as follows:
Article 260
(1) The liquidation of the company must be completed within one year from the date of registration in the trade register of the mention of dissolution. For good reasons, at the request of the liquidator, the trade register office may extend this term by a maximum of three times, by one year each time.
68. Article 260, subparagraphs (5) and (6) shall be amended to read as follows:
(5) Failure to comply with the reporting obligation under paragraph (4) constitutes an offence and is punishable by a fine of between 500 and 1,000 lei. The registrar of the commercial register shall establish the offences and impose the sanctions, either ex officio or upon the request of any interested party, by order. The sanction shall also apply to the liquidator who fails to file the application for the opening of the insolvency proceedings within the time limit laid down in paragraph (4).
(6) Within 15 days of the completion of the liquidation, the liquidators shall file with the trade register a request for the deletion of the company from the trade register, based on the final liquidation report and the financial statements of the liquidation, which present the situation of the assets, the claims and the distribution of the remaining assets, if any, under the penalty of a fine of 20 lei per day of delay, which shall be applied, ex officio or at the request of any interested party, by the registrar of the trade register. The decision by which the completion of the liquidation is found and the deletion of the company from the trade register is ordered shall be published in the Electronic Bulletin of the Trade Register.
69. At Article 260, two new paragraphs, (6^1) and (6^2), are inserted after paragraph (6), to read as follows:
(6^1) The transfer to partners/shareholders of the ownership right over the goods remaining after the payment of creditors takes place on the date of the deletion of the company from the trade register.
(6^2) The trade register shall issue to each partner/shareholder a certificate of ownership of the distributed assets, on the basis of which the partner/shareholder may proceed to register the real estate in the land register.
70. Article 260, subparagraphs (7)-(9) shall be amended to read as follows:
(7) If, within 3 months from the expiry of the period mentioned in paragraph (1), as extended, if any, the office of the trade register has not been notified of any request for deletion, the registrar of the trade register, ex officio or at the request of any interested person, finds that the legal period in which the liquidation could be carried out has expired and decides to delete the company from the trade register. The list of companies for which the National Office of the Trade Register, through the registrar of the trade register, is to decide to delete is displayed in the Electronic Bulletin of the Trade Register at least 15 calendar days in advance and is transmitted to the Ministry of Finance - National Tax Administration.
(8) The decision to strike off the trade register, pronounced according to para. (7), is not enforceable. It is communicated to the company, the National Agency for Fiscal Administration - the county directorate of public finances/the directorate of public finances of the sector and published in the Electronic Bulletin of the Trade Register.
(9) The company, the National Tax Administration Agency or any interested person may lodge an appeal against the registration office's conclusion within 15 days of its notification. In the case of an interested person, the time limit shall run from the publication of the registration office's conclusion in the Electronic Bulletin of the Trade Register. The appeal shall be lodged with the trade register office and a mention thereof shall be made in the trade register. Within 3 working days of the date of lodging, the trade register office shall forward it to the competent court.
71. At Article 260, a new paragraph (9^1) is inserted after paragraph (9), to read as follows:
(9^1) The decision issued by the court in settling the complaint can only be appealed by appeal, within 30 days of notification. The appellant shall submit a copy of the appeal to the office of the commercial register, for notation in the commercial register.
72. Article 260, paragraph (10) shall be amended to read as follows:
(10) In cases where the provisions of Article 270^1 are not applicable, as the company in liquidation meets the conditions provided for in Article 38 (2) of Law No. 85/2014 on prevention and insolvency proceedings, as amended and supplemented, but does not meet the requirement provided for in Article 5 (1) point (72) of the same Law, the registrar of the Commercial Register shall, by order, find that the liquidation has been completed and shall decide to strike the company off the register on the basis of the final liquidation report and the financial statements of liquidation which present the situation of the assets, the claims and the distribution of the remaining assets, if any.
73. Article 261, paragraph (2) shall be amended to read as follows:
(2) In joint stock companies and limited partnerships, the registers provided for in Article 177 (1) (a)-(f) shall be filed with the trade register where the company is registered, where any interested party may become aware of them with the permission of the trade register keeper, and the rest of the company's acts shall be filed with the National Archives.
74. Article 266, paragraph (1) shall be amended to read as follows:
Article 266
(1) In the case where one or more administrators, respectively members of the board of directors are appointed liquidators, the report on the management of the administrators, respectively the board of directors is filed with the office of the trade register, for mention in the trade register. It shall be published in the Official Gazette of Romania, Part IV, together with the final liquidation balance sheet.
75. Article 268, paragraph (2) shall be amended to read as follows:
(2) The financial statement signed by the liquidators shall be filed with the trade register office for record purposes. It shall be published in Part IV of the Romanian Official Gazette.
76. Article 270^2c), paragraph (2) shall be amended to read as follows:
(2) The transfer project, endorsed by the trade register, shall be published in the Official Gazette of Romania, Part IV, at the expense of the company, at least 30 days before the date of the meeting in which the extraordinary general meeting is to decide on the transfer.
77. Article 270^2e), paragraph (4) shall be amended to read as follows:
(4) The price to be paid by the company for the shares of the shareholder exercising the withdrawal right shall be established by an independent authorised expert as the average value resulting from the application of at least two evaluation methods recognised by the legislation in force at the date of evaluation. The expert shall be appointed by the trade register keeper, in accordance with the provisions of Articles 38 and 39. The evaluation costs shall be borne by the company.
78. At Article 270^3, a new paragraph, paragraph (2^1), with the following content shall be inserted after paragraph (2):
(2^1) Breaching the provisions of Article 177 paragraph (1) letter a) and Article 178 constitutes a contravention and is sanctioned with a fine ranging from 5,000 lei to 15,000 lei.
79. Article 2703, paragraph (3) is amended to read as follows:
(3) The establishment of the contraventions and the imposition of the penalties provided for in paragraphs (1) and (21) shall be carried out by the control bodies of the Ministry of Finance - National Tax Administration Agency and its territorial units. In the minutes of the establishment of the contravention provided for in paragraph (21), it shall be recorded that the failure to comply with the obligations provided for in Article 177 (1) (a) and Article 178 entails the dissolution of the company under Article 237.
80. At Article 2703, a new paragraph, paragraph (31), is inserted after paragraph (3), with the following content:
(3^1) If, within 30 days from the date of application of the contravention sanction provided for in para. (2^1), the representative of the legal person has not fulfilled the obligations provided for in art. 177 para. (1) lit. a) and art. 178, following the verification carried out by the authorities with control attributes of the Ministry of Finance - the National Agency for Fiscal Administration and its territorial units, the court / specialized court will be able to pronounce the dissolution of the company at the request of the Ministry of Finance - the National Agency for Fiscal Administration. The provisions of art. 237 para. (3)-(13) shall apply mutatis mutandis.
81. After Article 293, a new article, Article 2931, is inserted, with the following content:
Article 293^1
The Ministry of Justice informs the European Commission of any changes to the forms of companies provided for by this Act which would affect the content of Annexes I, II and IIA to Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law relating to the use of digital tools and processes in the context of company law.
Article 130
Urgent Government Ordinance No. 44/2008 on the development of economic activities by authorized natural persons, individual enterprises and family enterprises, published in the Romanian Official Gazette, Part I, No. 328 of 25 April 2008, approved with amendments and supplements by Law No. 182/2016, with subsequent supplements, is amended and supplemented as follows:
- Article 8, a new paragraph (4) is inserted after paragraph (3), with the following content:
(4) By signing the registration request in the Trade Register/the articles of association, natural persons requesting registration as an authorized natural person, individual enterprise, family enterprise undertake the responsibility that they are not incapacitated and that they have not been prohibited by a final judicial decision from exercising the quality of an authorized natural person, holder of an individual enterprise, member of a family enterprise, as a complementary punishment of the conviction for offenses against property through breach of trust, corruption offenses, embezzlement, offenses of false entries in records, tax evasion, offenses provided by Law no. 129/2019 on preventing and combating money laundering and terrorist financing, as well as for the amendment and supplementation of certain normative acts, with the subsequent modifications and completions, in the registration request/the articles of association being provided a clause to this effect. - Article 14, after paragraph (7), a new paragraph, paragraph (8), is introduced, with the following content:
(8) The temporary cessation of activities of a natural person authorized, individual enterprises or family businesses may not exceed 3 years from the date of registration of the mention in the trade register and notification of the fiscal authorities. The resumption of activities is registered in the trade register. - La punctul 1 al anexei, subpunctul 1.2^1 se abrogă.
Article 131
(1) Procedures commenced before the entry into force of this Law remain subject to the law in force on that date.
(2) The provisions of Article 114 of this Law shall also apply to the resolutions issued under the Emergency Government Ordinance No. 116/2009 on the establishment of measures regarding the activity of registration in the trade register, published in the Romanian Official Gazette, Part I, No. 926 of 30 December 2009, approved with amendments and supplements by Law No. 84/2010, with subsequent amendments.
(3) Applications for correction, clarification or completion of the decision of the assigned judge, made under Articles 442-445 of Law No. 134/2010 on the Civil Procedure Code, as republished, with subsequent amendments and additions, for applications resolved by the assigned judge before the entry into force of Emergency Government Ordinance No. 116/2009, approved with amendments and additions by Law No. 84/2010, with subsequent amendments, shall be resolved by the court, which shall also decide on the appropriate amendment of the data registered in the trade register.
Article 132
ONRC collects data on the use of the online incorporation procedure and transmits it to the European Commission annually, in the following 2 years from the date of entry into force of this law or at the request of the European Commission, at least the following: the number of online incorporations, the number of cases where standard forms were used, the number of cases where physical presence was requested, the average duration and costs of online incorporation.
Article 133
(1) The maximum number of positions of the ONRC is supplemented with the positions of the registrar of the trade register necessary for the application of this law, by government decision.
(2) Persons designated to perform the duties of resolving requests provided for in the Emergency Government Ordinance No. 116/2009 on the establishment of measures regarding the activity of registration in the trade register, approved with amendments and supplements by Law No. 84/2010, as subsequently amended, shall be reassigned to the specific function of trade register registrar, as provided for in lit. b) of ch. VI of Annex No. V to Law No. 153/2017 on the salary of personnel paid from public funds, as subsequently amended and supplemented, within the limit of the necessary posts established pursuant to this Law.
(3) By way of derogation from the provisions of Article 23, the pay grade for the staff referred to in paragraph (2), as well as for the newly appointed staff in the position of registrar of the trade register, shall be set at the level provided by law for persons designated to perform the duties of resolving applications provided for in the Emergency Government Ordinance no. 116/2009, approved with amendments and supplements by Law no. 84/2010, with subsequent amendments.
(4) In the event that the number of positions established under para. (1) is less than the number of persons appointed to perform the duties of resolving applications provided for in the Emergency Government Ordinance no. 116/2009, approved with amendments and additions by Law no. 84/2010, with subsequent amendments, the selection of persons for re-employment under para. (2) is made on the basis of criteria established by an internal procedure, by decision of the General Director of the ONRC, respecting the conditions for occupying the position of registrar provided for in Annex no. 2.
(5) Funding for the expenses necessary for the implementation of this Law shall be ensured from the state budget, through the budget of the Ministry of Justice. The Government shall ensure the necessary funding for the registrar positions.
Article 134
Within 6 months from the entry into force of this Law, the National Office of the Trade Register and the authorities or public institutions competent in the field of licensing, provided for in Article 122, as well as the National Agency for Fiscal Administration shall conclude cooperation protocols, and from the date of their entry into force, the existing protocols shall cease to be valid.
Article 135
In the normative acts in force, the phrase "the resolution of the director of the trade register office / designated person" is replaced with the phrase "the conclusion of the trade register registrar", the phrase "the delegated judge at the trade register office" is replaced with the phrase "the trade register registrar".
Article 136
The provisions of art. 43 para. (2) regarding the transmission by the judicial courts to the ONRC of the electronic copies of the judicial decisions concerning acts, facts, data subject to registration in the trade register are applicable after the completion of the interconnection of the integrated IT system of the ONRC with ECRIS.
Article 137
Within 60 days of the entry into force of this law, the Order of the Minister of Justice approving the methodological norms on the manner of keeping the commercial registers, making the records and releasing the information shall be issued.
Article 138
Within 60 days from the date of entry into force of this Law, the Order of the Minister of Justice approving the format of the model articles of association and the format of the application for registration, the registration certificate and the security elements of the registration certificate issued in electronic form shall be issued.
Article 139
(1) The staff who, as of the date of entry into force of this Law, are appointed to the position of General Manager or Deputy General Manager of the ONRC, respectively as Manager or Deputy Manager of the Trade Register Offices and have a current mandate, shall continue their mandate until its expiry date.
(2) Staff who, as of the date of entry into force of this Law, are appointed to the positions provided for in para. (1) shall be re-appointed to the same position for a term of 4 years. The term of 4 years shall run from the date of issuance of the re-appointment order, issued within a maximum of 30 days from the date of entry into force of this Law.
Article 140
(1) The date of entry into force of this Law repeals:
a) Law No. 26/1990 on the Trade Register, as republished in the Official Gazette of Romania, Part I, No. 49 of 4 February 1998, as subsequently amended and supplemented;
b) Law No. 359/2004 on the simplification of formalities for the registration in the Trade Register of natural persons, family associations and legal persons, their fiscal registration, as well as for the authorization of the functioning of legal persons, published in the Official Gazette of Romania, Part I, No. 839 of 13 September 2004, with subsequent amendments and supplements;
c) Emergency Government Order no. 116/2009 on the establishment of measures regarding the registration activity in the Trade Register, published in the Romanian Official Gazette, Part I, no. 926 of 30 December 2009, approved with amendments and supplements by Law no. 84/2010, as subsequently amended, with the exception of Article 11.
(2) Subordinate normative acts issued under and/or in implementation of the provisions of the normative acts repealed pursuant to para. (1) shall cease to be applicable.
Article 141
(1) This Act shall enter into force four months after its publication in the Romanian Official Gazette, Part I, with the exception of Articles 133, 134, 137 and 138, which shall enter into force three days after publication.
(2) The provisions of Article 8(2) shall apply from 1 August 2023.
Article 142
Annex 1 and 2 are integral parts of this Law.
This Act transposes Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in the context of company law, published in the Official Journal of the European Union, Series L, No 186/80 of 11.07.2019, with the exception of Article 1(5) - as regards Article 13i and Article 1(6) - as regards Article 16(6).
This Act was adopted by the Parliament of Romania, in compliance with the provisions of Article 75 and Article 76 para. (1) of the Constitution of Romania, as republished.
The President of the Chamber of Deputies
ION-MARCEL CIOLACU
The President of the Senate,
ALINA-ȘTEFANIA GORGHIU
Bucharest, July 22, 2022.
Nr. 265.
Annex 1
PROCEDURE
de numire în funcțiile de director general, director general adjunct la Oficiul Național
the Trade Register and director, deputy director at the trade register offices
de pe lângă tribunal
Annex 2
PROCEDURE
de numire în funcția de registrator de registrul comerțului