Documents required for registration of the amendments regarding division of a company that is dissolved without going into liquidation and transfers all its patrimony to several existing or new set up companies (art. 238 paragraphs (2) pt. a) and pt. b) of Law no. 31/1990, as republished, and subsequently amended and supplemented)
Phase I
The application shall be submitted for each involved company at the trade register office attached to the law court where the company is registered. The draft terms of division shall be published by only one trade register office, upon requester’s option.
- Application for submission of documents and registration of amendments - application form, for the expert/experts appointment - details, in compliance with art. 243³ of Law no. 31/1990, as republished, and subsequently amended and supplemented or the General Assembly decision - details, for renouncing the expertise and submission of the draft terms of division drawn up by the companies involved in division and signed by its representatives (original);
- Draft terms of division signed by the representatives of the companies involved in division (original);
- Statement on the manner of publication of the draft terms of division, namely by publication in the Official Gazette of Romania or on the webpage of the company/companies involved in divides and on the National Trade Register Office (ONRC) webpage - details;
- Statement form of the company that cease to exist, regarding the manner of settling liabilities (original) - details;
- As appropriate, (special) power of attorney (in authenticated form) or delegation for the persons appointed to fulfill the legal formalities (original);
- Evidences of payment of legal charges - details:
- charge for publication in the Official Gazette, Part IV, as appropriate.
Phase II - details
* All the documents from the second phase are filled in 2 identical samples, meaning in original or certified copy, as appropriate for each document, at the trade register office that shall transmit them to the competent court.
- Application for submission of documents and registration of amendments, marked at point 5.15 - application form that shall be completed with “Application addressed to the President of the Court in the area where the applicant has the registered office, requesting the registration of division in the trade register” - details;
- Application - details, addressed to the President of the Court in the area where the registered office of one of the beneficiary companies or the company resulted from division is located, requesting the registration in the trade register;
- Application for registration for each involved company (original) - application form;
- Annex 1 regarding fiscal registration - application form and, where appropriate, Annex 2 regarding foreign investment - application form;
- Statement Form of own responsibility, signed by the partners or administrators, attesting, as appropriate, that:
- the legal person shall not carry on any of the stated activities at the space of the registered or secondary office/s, for a period of maximum 3 years (model 1 - original);
- the legal person complies with the operating requirements provided for by the specific legislation in the field of food safety and sanitary-veterinary protection, environment protection and labour protection for the activities set out in the statement form (model 2 - original);
- General Assembly decision of partners/shareholders of the company that is subject of total division regarding the approval of the division, in compliance with art.246 paragraph (1) of the law (original) - details;
- Financial standing of division - details;
- Evidence of submitting the draft terms of division for amendments;
- Report on the draft terms of division drawn up by the expert/s appointed by the director of the trade register office attached to the law court and/or by the appointed person(s);
- Draft terms of division (copy);
- Resolution for appointing the expert/experts in compliance with art. 243³ of Law no. 31/1990, as republished, and subsequently amended and supplemented or the General Assembly decisionfor renouncing the expertise and submission of the draft terms of division signed by the representatives of the company (copy);
- Statement on the manner of publication of the draft terms of division, namely by publication in the Official Gazette of Romania or on the webpage of the company/companies involved in division and on the National Trade Register Office (ONRC) webpage;
- Statement of the company that cease to exist, regarding the manner of settling liabilities;
- Articles of Association of the companies resulted from division, for new set up companies or, as appropriate, amending document and updated Articles of Association of beneficiary companies (original) - details;
- Evidence of draft terms of division publication checked by the director of the trade register office attached to the law court and/or by the appointed person(s). The confirmation of publication shall be carried out by the trade register office attached to the law court;
- Evidence of verification of company name availability and reservation thereof and/or emblem;
- Where appropriate, consent to use the company name, as laid down in art. 39 of Law no.26/1990, as republished, and subsequently amended and supplemented (original);
- The document attesting the right of use over the space with destination of registered office registered at the fiscal body within the National Agency of Fiscal Administration where the the building with destination of registered office is located. (the document registration procedure is carried out through the trade register office) - copy - details. In case the company presents a document registered with the National Agency for Fiscal Administration, the procedure no longer applies;
- Statements of own responsibility, as appropriate, of the founders/administrators/managers/ financial auditors/members of the Supervisory Committee and of the Directorate or natural persons representing the legal person appointed as administrator or financial auditor, attesting to their satisfying the legal conditions to hold such capacity (original) - details;
- Signature specimens of the representatives of the company (original) - details;
- As appropriate, authenticated statement of own responsibility of the natural person, foreign citizen, in own name or as representative of the foreign legal person which is not tax registered in Romania, in original and, as appropriate, translated by an authorized translator whose signature is authenticated by a notary public - details;
- Identity documents of founders, administrators, financial auditors or auditors natural persons (copy) - details;
- As appropriate:
- endorsement for the change of designation of collective residential buildings, as set out in Law no. 196/2018 (application form to be filled out, original). If no activity is carried out at the registered office, residential building, the administrator/ administrators of the company submit/s a statement on their own responsibility (details), attesting the fact that no activity is carried out at the registered office, in which case the formalities provided for by art. 40 paragraph (1) of Law no. 196/2018 on the establishment, organization and operation of owners' associations, as subsequently amended and supplemented are not necessary;
- other proving documents (registration documents of founders/administrators/ financial auditors legal persons – original or certified copy);
- prior endorsements provided for by special laws (copy);
- (special) power of attorney (in authenticated form) or delegation for the persons appointed to fulfill the legal formalities (original);
- Declaration on beneficial owner of a legal person - details; form;
- Evidences of payment of legal fees/charges - details:
- fiscal stamp fee - details;
- charge for publication in the Official Gazette, Part IV.
Note:
- If the excerpt of the draft terms of division is requested to be published in the Official Gazette, this excerpt shall also be submitted (original).
- Where appropriate, by the parties' agreement, it is stipulated that the division operation shall produce effects on a date after the adoption of the decision, the court decision shall be mentioned in the trade register and the division shall be registered on the date established by the parties to produce effects.
- In compliance with the provisions of art. 180 of Law no. 31/1990, as republished, in case the stock transfer ledger is kept by a private authorised independent registrar, mentioning of the company, registered office as well as any modification of those identifying elements in the trade register shall be considered mandatory.
- Settlement of the applications of Phase I lies with the director of the trade register office attached to the law court and/or the appointed person or persons who may dispose submission of proving documents other than the ones already specified.
- The court has the competence to verify the legality of the decision on division, as well as, where appropriate, of the Articles of Association or of the amending document and to dispose their registration in the trade register.
- Assistance departments of the trade register offices attached to law courts may draw up documents, obtain authentication or, where appropriate, grant a definite date or provide for guidance for properly filling out the application for registration, against payment of a fee.
- 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. Model
- Forms are available at the trade register offices.
- The application for registration, the documents provided for by law, filed and numbered, shall be submitted by the applicant directly at the trade register office attached to the law court, by post, with declared-value letter and notice of receipt or by electronic means. The application sent in electronic form, through the online services portal or through the electronic mail, shall have the qualified electronic signature incorporated, attached or logically associated. If the documents are sent by post, the applicant's identity document shall be attached, as a handwritten photocopy certified by the owner regarding the conformity with the original.
This leaflet is intended to serve as a general guide to professionals regarding their obligations and the legal formalities that need to be fulfilled in order to register in the trade register.
