NTRO, part of the trade registers interconnection system from EU member states

Monday, on 13 July 2015, it was published in the Official Gazette of Romania, Part I, Law no. 152/2015 on amending and supplementing several normative acts in the field of registration in the trade register, which transposes the Directive 2012/17/EU of the European Parliament and of the Council of 13 June 2012 amending Council Directive 89/666/EEC and Directives 2005/56/EC and 2009/101/EC of the European Parliament and of the Council as regards the interconnection of central, commercial and companies registers.

The most important dispositions that have an impact on the activity of the trade register and on the beneficiaries of the services released by it:

 Provisions that shall be into force within 3 days from the publication of Law no. 152/2015, namely on 16 July 2015

The deadline for releasing the certificate of incorporation and the certificate for registration of the amendments shall be of 3 working days since the registration of the application, if the person in charge with the settlement of the applications does not decide otherwise in order to be completed the documentation.

Upon the request of any interested person, as well as of the National Trade Register Office, the court shall also be able to decide the dissolution of the company in the following cases:

• the company has not submitted its annual financial statements and, as appropriate, the consolidated annual financial statements, as well as the accounting reports to the territorial units of the Ministry of Public Finances, within the time provided by the law, if the delay period exceeds 60 working days;
• the company has not submitted the statement attesting there has not been carried out any activity since the setting up to the territorial units of the Ministry of Public Finances, within the time provided by the law, if the delay period exceeds 60 working days.

In the meanwhile, the legal document also contains several amendments regarding the improve and the simplification of the procedures regarding dissolution, liquidation and strike off from the trade register.

Therefore, the competency regarding to the extension of the liquidation period shall be transferred from the court to the trade register, issue that has as consequence the simplification of the procedure on liquidation, as well as the relief of the court.

Also, amendments regarding carrying out the legal disclosure were introduced, namely the trade register office shall sent an excerpt of the resolution by which the incorporation was disposed to the Official Gazette, for publication, upon the applicant’s expense, the next working day after carrying out the incorporation of the legal persons.

The publication of the excerpt of the resolution or of the full resolution in the Official Gazette of Romania shall be carried out within 21 working days from the registration date of the application to the trade register.

In case of resolutions of rejection the application of registration and of the registrations which do not result in amending the Articles of Association, against the resolution of the director or of the appointed person/persons can be submitted a complaint within 15 days from the decision (for the parties) and from the publication date on the webpage of the National Trade Register Office/its online services portal, for any interested person.

 Provisions that shall be into force starting with 07 July 2017

The Directive 2012/17/EU sets out carrying out a interconnection system of the trade registers from the EU member states which shall allow, free of charge, the documents and information exchange between the trade registers from the EU member states, in case of operations of cross-border merger and of branches set up by companies with the office in the EU member states.

By using the European portal e-Justice, the public shall have access to an electronic service by which may be accessed information and documents related to the professionals registered in the EU trade registers.

Meanwhile, the European unique identifier (EUID) shall be introduced, which shall include the identifying element of Romania, the identifying element of the national register, the number of the person from that register and, where appropriate, other elements in order to eliminate the identification errors.

Together with several information registered in the Romanian trade register, which is available free of charge at this moment, namely:  

• name of the person registered in the trade register,
• legal form,
• registered/professional office,
• order number in the trade register of the incorporated/registered person,
• unique fiscal registration code,
• company’s status,

on the webpage of the National Trade Register Office or on its online services portal shall be displayed, also free of charge, information regarding EUID and the member state where the company is registered.