Documents required for registration in the trade register, fiscal registration and authorization of operation of a branch set up by a company with registered office in Romania

Information note on the processing of personal data

Preliminary operations

For the branches, the preliminary verification of the company’s name availability and its reservation thereof is not mandatory.

NOTE:

• The firm of the branch shall consist of the firm of the legal person who set it up, the name of the locality where its registered office is situated, followed by the word “sucursală” and the name of the locality where the branch has its registered office.
• If a legal person sets up more than one branch in the same locality, a code may be added to the amendments from para. (1) in order to distinguish between them.

 Registration

1. Application for registration – application-form – details;
2. Statement form on own responsibility on the fulfilment of the functioning conditions - details; 
3. General Assembly decision of partners/ shareholders or, as appropriate, the decision of the Board of Directors, respectively of the Directorate by which the branch was set up (original) – details;
4. Evidence regarding the registered office of the branch – details;
5. Statements of own responsibility of the representative of the legal person that takes care of the activities of the branch, attesting to their satisfying the legal conditions to hold such capacity – details;
6. As appropriate, statement of own responsibility of the natural person, foreign citizen, authorized to represent the branch, in the original and, as appropriate, the translation carried out by an authorized translator whose signature is authenticated by a notary public;
7. Identity documents of the persons empowered to represent the branch, in copy certified by the part - details;
8. Information from the fiscal record for the persons appointed to represent the branch, in original (obtained by the trade register office attached to the law court, ex officio, from NAFA – National Agency for Fiscal Administration) – details;
9. Information on the identification data, the legal representative and the status of the legal person that sets up the branch – details;
10. If applicable:
    • evidence regarding the empowerment of the person appointed to fulfil the legal formalities (original) - details;
    • endorsement of the owners’ association regarding the change of destination of collective residential buildings, pursuant to Law no.196/2018 (application-formto be filled out, original) - details;
    • evidence of authorisations/endorsements issued by the competent authorities as a preliminary condition to the incorporation in the trade register when the release of such authorisations/endorsements is provided for by the law, the evidences regarding the fulfilment of the conditions provided for by special laws, according to the field of activity (original or certified copy) – details;
11. Evidence of payment of legal charge - details:
• Charge for publication in the Official Gazette, Part IV.

Note:

• Art. 73 of the Law no. 265/2022: (3) The trade register office from the office of the branch sends to the trade register office from the main office of the professional an excerpt of the carried-out registration in order to be mentioned in that trade register.

  (4) The Romanian legal persons that set up branches abroad have the obligation of mentioning them to the trade register office from Romania, after their registration in that state. In case the branch is set up in an EU member state, the mention shall be done ex officio, immediately after receiving the notification of registration from the register of the member state. The confirmation of receiving the notification shall be sent to the trade register from the member state by NTRO.

• The information from the fiscal record of the natural persons who have the obligation of presenting the fiscal record certificate are obtained by the trade register office, ex officio, from NAFA (National Agency for Fiscal Administration).
• The application for registration in the trade register is settled by the registrar, based on documents, within one working day from the registration of the application, who may order the administration of other supporting documents than those listed (Procedure before the registrar).
• The conclusion of the registrar regarding the settlement of the application for registration in the trade register is published in the Electronic Bulletin of the Trade Register (BERC) and it may be viewed, free of charge, by accessing the online service portal of NTRO.
• The extract of the registrar's conclusion regarding the registration of a branch of a legal person is published in the Official Gazette of Romania, Part IV.
• The applicant may file a complaint against the registrar's conclusion – details.
• Through the assistance departments within the trade register offices attached to the law courts, assistance services are provided upon request- details;
• The manuscript page of the documents submitted for publication in the Official Gazette of Romania represents 2000 signs, including the spaces. The documents submitted for publication in the Official Gazette of Romania shall have a legible content, 1.5 line spacing and font Times New Roman 12, without any deletions or additions that are not typed, which make incomprehensible their text - details.
• The forms for the applications and the statement – forms may be accessed on the webpage of the institution at www.ro, section “Informații de interes public” (Public information), item “Formulare tip” (Application-forms), on the online services page, at https://portal.onrc.ro, item “Formulare offline RC/RBR” (Offline application-forms for the trade register/register of beneficial owners) and they shall be distributed free of charge to each trade register office attached to the law court.
• The application for registration (signed holographically or with qualified electronic signature) together with the documents required for the registration shall be submitted to the desk-office or it may be sent by services of mail or courier or by electronic means to the trade register office in whose area their registered office is situated by the persons mentioned by art. 79 - 81 of the Law no. 265/2022, personally or by mandator. 
• When transmitting by electronic means, the documents required for registration are submitted, according to the law, in electronic format, signed with a qualified electronic signature or, as the case may be, in a copy certified by the part with a qualified electronic signature (art. 84 of Law no. 265/2022).
• The application for registration, as well as the documents in its support, are submitted to any of the trade register offices (art. 85 of Law no. 265/2022).
• The applicants of the registration and, as the case may be, their legal representatives/mandators are responsible, pursuant to the law, for the legality, authenticity, accuracy of the data contained in the applications for registration and in the supporting documents submitted by them (art. 86 of Law no. 265/2022).
• The application for registration in the trade register is submitted, unless the law provides otherwise, within 15 days from the date of conclusion of the articles of association or of the amending document, in the case of legal persons.
• The application for registration needs to be accompanied by all the data and documents proving the fulfilment of the conditions for registration and, where appropriate, by the evidence of payment of the charge according to the request, specified by the calculation note drawn up by the trade register office attached to the law court.
• The lack of a mandatory element of the application for registration or one of the mandatory documents in support of them attracts the rejection of the application for registration (Art. 77 of Law no. 265/2022).
• The application sent in electronic form, through the online services portal or by e-mail, shall be signed with qualified electronic signature - details.
• In case the documents are sent by mail, the identity document of the requester shall be attached, in a photocopy holograph certified by the bearer regarding the compliance with the original.
• The documents whose registration, mentioning or publication is requested to the trade register office attached to the law court shall be edited by the applicant in Romanian, shall be legible, without any deletions or completions, under the sanction of their rejection - details.
• Releasing documents – details.