Important changes on the procedure/ formalities of keeping and operating the Trade Register

On 21 December 2020, the Order of the Ministry of Justice no. 6974/C/2020 (the „Order”) for amending and supplementing the Methodological Norms regarding the procedure of keeping the Trade Register, keeping the records and issuing information (the „Methodological Norms”) approved by the Order of the Ministry of Justice no. 2594/C/2008, was published in the Official Gazette no. 1264 as of 21 December 2020 and entered into force within five days as of the publishing date, namely on the 26th of December 2020.

The intention is to simplify the operations companies need to carry out to perform registrations with the Trade Register.

Therefore, the Order updates the Methodological Norms in accordance with the amendments to various normative acts having an impact on the procedure of registration with the Trade Register.

We point out below the most important amendments the Order brings to the Methodological Norms:

(i) Certain amendments regarding the incorporation procedure of legal entities with the Trade Register:

• the obligation to provide the reservation proof of the company name/ logo is fulfilled by the Territorial Trade Register Office personnel provided that the applicant indicates the registration number of the reservation;
• Certain information required by the registration form for Romanian legal entities as founders, such as information regarding the identification data, the legal representatives and the company status, shall be obtained by the Territorial Trade Register Office personnel; should the legal entity be non-resident, it bears the obligation to submit a trade register extract/ a certificate issued by the register where it is incorporated, in original form, in legalised translation performed by an authorised translator;
• The information from the tax record of the shareholders, associates, members or legal or designated representatives who bear the obligation to submit a tax record, shall be obtained by the Territorial Trade Register Office personnel from the National Tax Authority;
• It is no longer necessary, upon the incorporation of a company, to submit a creditworthiness certificate of the non-resident legal entities that shall own shares in the company;
• It is no longer necessary, in case of declaring a reserved patrimony (Romanian “patrimoniu de afectatiune”), to submit the documents certifying the payments made or the ownership status, a simple statement in this respect being sufficient;
• It is no longer necessary, to submit the proof that the sole shareholder of a company is not a sole shareholder in other companies;
• It is no longer necessary, to submit the proof that the company’s headquarters is unique, and not shared with other companies;
• It is no longer necessary to submit the decision of the statutory body of the founder legal entity on the participation in the formation of the company or the copy of its incorporation act;

(ii) Amendments regarding any other registrations (other than the initial incorporation procedure) with the Trade Register:

• Upon submitting the form for registering the amendments regarding the members of the administrative and/ or managing bodies, or the legal entities’ representatives or amendments in their mandate’s duration, it is no longer necessary for their legal or designated representatives to submit a tax record, since it shall be obtained by the Territorial Trade Register Office personnel from the National Tax Authority;
• It is no longer necessary to submit certified copies of the certificates of incorporation of the legal Romanian entities that become shareholders in Romanian General Partnership Companies, Limited Partnership Companies and Limited Liability Companies;
• It is no longer necessary for legal entities to register with the Trade Register the mention of the share type (registered/ bearer shares) and the initiation of criminal proceedings against the legal entity;
• Should a member of the administrative and/ or management or control bodies be a legal entity, instead of the copy of the certificate of incorporation, the Trade Register personnel shall attach to the application form information regarding the identification data, the legal representatives and the company status; should the legal entity be non-resident, its representatives shall submit a trade register extract/ a certificate issued by the register where they are incorporated, in legalised translation performed by an authorised translator.

We welcome the above amendments and expect them to have an impact on facilitating incorporation, the registration of different operations with the Trade Register and the overall functioning of legal entities.