Oficiul National al Registrului Comertului

Documents required for registration in the trade register and fiscal registration of a company set up by merger of public limited companies, partnerships limited by shares, private limited companies – Romanian legal persons – and European companies with registered office in Romania, with companies that have their registered office or, as appropriate, head office or main registered office in other member states of the EU or in other states of the European Economic Area which are operating in one of the legal forms laid down in art. 1 of the Council Directive 2009/101/UE, harmonized by amending Law no. 31/1990

Information note on the processing of personal data

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 merger shall be published by only one trade register office, upon applicant’s option.

Application for submission of documents and registration of amendments - application form, for the appointment of experts and the submission of the draft terms of merger drawn up by the company/companies involved in merger;
Draft terms of merger signed by the representatives of each merging company shall include the information provided by art. 251⁵ of Law 31/1990 as republished and subsequently amended and supplemented, in original and/or translated and legalized copy - details;
Notification of information laid down in art. 251⁵ of Law 31/1990 as republished and subsequently amended and supplemented, for publishing in the Official Gazette of Romania, if the publication in excerpt is requested - details;
Statement on the manner of publication of the draft terms of cross-border merger, namely by publication in the Official Gazette of Romania or on the webpage of the company/companies involved in merger and on the National Trade Register Office (ONRC) webpage;
Evidences attesting that legal persons involved in merger have their head office or main registered office in EU member states and operate in one of the legal forms laid down in art. 1 of the Council Directive 2009/101/EU, harmonized by amending Law no. 31/1990, original or certified copies of a part, with authorized translation;
As appropriate:
- 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);
Evidences of payment of legal charges - details:

charge for publication in the Official Gazette, Part IV, as appropriate.

Phase II - details

* All the documents that are based on the applications from this phase shall be submitted in 2 identical samples, namely 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. „Application addressed to the President of the Court in the area where the applicant has the registered office, requesting the registration of the merger in the trade register” - details;
Application - details, addressed to the President of the Court in the area where the registered office of the acquiring/new set up company is situated, requesting the registration in the trade register;
Application for registration (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 out any of the stated activities at the space of the registered or secondary office/s, for a period of maximum 3 years (model 1);
- 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 Assemblies decision - details, of experts’ appointment or, as appropriate, decision of partners/shareholders of renouncing to the expertise of the draft terms of merger and to the elaboration of the experts’ Report - details;
Evidence of submission and publication of the joint draft terms of merger (certified copy or certificate issued by the competent authority for foreign companies);
General Assemblies decisions of each merging company attesting the approval of the draft terms of merger and the amending document of the Articles of Association of the acquiring company (original) - details;
Updated Articles of Association, signed by all founders, concluded in authenticated form, if a real estate was subscribed as contribution in kind to the share capital or the amending document of the Articles of Association in case of merger by absorption (original) - details;
Evidence of explicit acceptance of the mandate of the administrators/members of the directorate;
Report on the draft terms of merger 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);
Agreement on the methods of involvement of the employees or the decision of the special negotiating body by which it has been decided to be applied the relative regulations related to informing and consulting the employees or the evidence attesting the negotiations without reaching an agreement, drawn up in compliance with the provisions of GD. No.187/2007 on procedures of informing, consulting and other forms of employees’ involvement in the activity of the European company. Mentioned documents are necessary if the acquiring or new set up company is an European company and whether in one or more of the involved companies governed by the law of another member state operates a mechanism of employees’ involvement in the activity of the company;
Certificates or similar documents laid down in art. 251¹³ of Law 31/1990 as republished and subsequently amended and supplemented, attesting the fulfillment of the conditions provided by the law, issued by the competent authorities of other member states where the other companies involved in merger have their registered office or, as appropriate, head office or main registered office and the copy of the draft terms of merger approved by the company concerned, that shall be submitted at the trade register office attached to the law court within six months from the issuance date - details;
Financial standing of merger (certified copy) - details;
Evidence of verification of company name availability and reservation thereof and/or emblem;
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/directors/ members of the Supervisory Committee/members of the Directorate/financial auditors or of the natural persons representing the legal person appointed as administrator or financial auditor, attesting to their satisfying the legal conditions to hold such capacity - details;
Signature specimens of the representatives of the company resulted from merger - 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, attesting to no fiscal debts, in the original and, as appropriate, translated by an authorized translator whose signature is authenticated by a notary public - details;
Identity documents of founders, administrators, managers, members of the Supervisory Committee, members of the Directorate, financial auditors, as appropriate (certified copy of part) - details;
For founder legal person – document of incorporation (certified copy of part), decision of the statutory body regarding participation to the company setting up and mandate of the person authorized to sign the Articles of Association in the name and on behalf of the founder legal person (original);
As appropriate:
- final court decision of rejecting the objection or evidence of debts payment, agreement concluded with creditors for debts payment (certified copy or translated copy by an authorized translator whose signature is authenticated by a notary public;
- special) power of attorney (in authenticated form) or delegation for the persons appointed to fulfill the legal formalities (original);
Certificates of incorporation and certificates of status of companies that cease to exist if there are other companies with registered office in Romania involved in merger except those of other member states;
Declaration on beneficial owner of a legal person - details; form;
Evidences of payment of legal fees - details:

fiscal stamp fee - detalii;
charge for publication in the Official Gazette, Part IV;
120, 97 Lei for transmission of the striking off notification of companies from other member states.

Note:

If between the acquired companies are one or more companies – Romanian legal persons – and/or European companies with registered office in Romania, the joint draft terms of merger shall be also submitted to the trade register office attached to the law court where these companies are incorporated.
Legal persons can also participate in merger without coming under legal company forms in the following circumstances:

have legal entity;
have an own patrimony representing the only guarantee source for social obligations;
comply with publicity formalities similar to those laid down in Directive 2009/101/EU;
national law allows involvement in merger with companies of other member states or with European companies with registered office in other member states.

Company set up by cross-border merger shall be governed by the law applicable to companies from the member state where the registered office is established and by the provisions of the Directive 2005/56/CE of the European Parliament and Council dated 26.10.2005, harmonized with G.E.O. no. 52/2008 for amending Law no. 31/1990.
Public limited companies, partnerships limited by share, private limited companies – Romanian legal persons – and European companies with registered office in Romania can merge with companies with registered office, head office or main registered office in other member states of EU or of the European Economic Area operating in one of the legal forms laid down in art. 1 of the Council Directive 2009/101/EU. Cross-border merger can be carried out by absorption or by setting up a new legal person.
Collective investment schemes in securities and closed investment funds governed by Law no.297/2004 on capital market are exempted from the provisions regarding cross-border merger.
Settlement of the application 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 merger, as well as, where appropriate, of the Articles of Association or of the amending document and to dispose their registration in the trade register.
Trade register office, where the acquiring company or the new set up company is incorporated, shall notify, on company expenses, carrying out the merger to similar authorities of member states where the companies involved in merger are registered, for their striking off.
In case the merger shall become effective on a date after the registration in the trade register of the modifying document of the Articles of Association, the General Assembly decision of merger approval shall be submitted for mentioning in the trade register and for publication in the Official Gazette of Romania, Part IV, no later than 15 days from the decision. Phase II shall be carried out when the merger produces effects, respecting the conditions laid down in art.148 paragraph (2) of Implementing Regulations.
Merger has the following consequences:

all the assets and liabilities of the acquired company shall be transferred to the acquiring/new set up company;
shareholders and partners of the acquired companies become shareholders/ partners in the acquiring/new set up company;
the acquired company cease to exist.

Merger produces effects:

in case of a new set up company starting the date of its incorporation in the trade register;
in case of merger by absorption after registration in the trade register of the amending document of the Articles of Association, except for the case when it is provided by parties agreement that the transaction shall take effect on another date which can not be neither after the conclusion of company current financial year nor prior the conclusion of the latest financial year of the company that transfers its patrimony;
in case an European company sets up by merger, on the date of its incorporation.

Nullity of a cross-border merger shall be declared only by court decision.
A merger nullity cannot occur after the date when it becomes effective.
Procedures for cancellation and nullity declaration shall not be initiated if the situation has been rectified.
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.