1. Articles of Association shall be in authentic form if there is land among the assets subscribed as contribution in kind to the share capital; for the other situations, granting a definite date, under the law, by the notary public or by the assistance department of the trade register office, certification by an attorney in compliance with the provisions of Law no.51/1995, as amended, or conclusion of the document under private signature will be sufficient.
2. Articles of Association shall contain the clauses laid down by art.7 of Law no.31/1990, republished, and subsequently amended and supplemented, including the definition of the domain and the main activity. All the activities written in the Articles of Association shall be codified in compliance with NACE Code updated by Order no. 337/2007 of the President of the National Institute of Statistics, and the object of activity shall be expressed in four-digit NACE classes for the activities.

    The prohibited activities are situated in the following groups and classes CAEN Rev. 2:

1. intermediary financial services and insurance (NACE Rev. 2 - 641, 642, 643, 649, 651,652, 653, 661, 662, 663);
2. real estate transactions (NACE Rev. 2 - 681, 682, 683);
3. gambling and betting activities (NACE Rev. 2 - 920);
4. production and sale of armament, munitions, explosives, tobacco, alcohol, substances under national control, plants, drug and psychotropic substances (NACE Rev. 2 - 110 (excepting class 1107), 120, 254, , 0115, 1200, 2051, 4635, 4725, 4726);
5. activities excluded by European norms for which it can not be granted state assistance, according to art.1 of Commission Regulation (EC) No 1998/2006 on the application of Articles 87 and 88 of the Treaty to de minimis aids, are the following:
• fishery and aquaculture sectors, as covered by Council Regulation (EC) No 104/2000  (NACE Rev. 2 - 031, 032);
• primary production of agricultural products as listed in Annex I of the Treaty of establishing the European Community (NACE Rev. 2 – 011, 012, 013, 014, 015, 016, 017);
• aids granted to economic agents active in the coal sector, as it is defined in the European Commission Regulation no. 1407/2002 on state assistance for coal industry  (NACE Rev.2 - 051, 052, 061, 062, 0721, 0892, 091, 099);
• aids for the acquisition of vehicles granted to economic agents performing road freight transport against of a fee;
6. activities of processing and marketing of agricultural products as listed in Annex I of the Treaty of establishing the European Community, in the following cases:
• when the amount of the aid is fixed based on the price or quantity of such products purchased from primary producers or put on the market by the economic operators concerned;
• when the aid is conditioned on being partly or entirely passed on to primary producers (farmers).
7. export-related activities towards third states or member states, respectively: aids directly linked to the quantities exported, to the establishment and operation of a distribution network or to other current expenditure linked to the export activity;
8. aids for use of national products over imported products.

In compliance with art. 56 of Law no. 129/2019 for preventing and combating money laundering and terrorist financing, as well as for amending and supplementing certain normative acts, as subsequently amended and supplemented:

The obligation of submitting the declaration on own responsibility on the beneficial owner/s is also fulfilled by including, upon incorporation, in the Articles of Association, of the identification data of the beneficial owners and of the ways of exercising the control over the legal person. The subsequent change of identification data of the beneficial owners does not set the obligation of drawing up a modifying document of the Articles of Association; their declaration is fulfilled under the conditions of paragraph (1).″

NOTE:

• in case, upon incorporation, in the Articles of Association, are also included the identification data of the beneficial owner/s and the way of exercising the control, it is no longer required the submission of the declaration on own responsibility of the beneficial owner/s.
• if, after incorporation, the legal person requires only the change of the identification data of the beneficial owners and of the way of exercising the control, it shall not submit a modifying document of the Articles of Association, but it shall fill in the application for submitting the declaration on the beneficial owners, to which shall be attached the declaration on own responsibility on the beneficial owner/s.
• In case the legal person requires the registration in the trade register of the change of the Articles of Association, which implies, besides other changes, also the change of the identification data of the beneficial owner/s (ex. transmitting the equity shares and the parts of share capital, changing the members of the management and control bodies etc.), the modifying document of the Articles of Association shall also include the identification data of the beneficial owners and the way of exercising the control and shall be also annexed to it the updated Articles of Association, and in this case the declaration on own responsibility on the beneficial owner/s shall no longer be submitted.