Documents required for registration in the trade register of the merger by transfer of the patrimony of one or more companies (that dissolve without going into liquidation) to other existing company (art. 238 paragraph (1) pt. a) of Law no. 31/1990, as republished and subsequently amended and supplemented)
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 expert/experts appointment - details, or the General Assembly decision - details, to renounce the expertise and the submission of the draft terms of merger drawn up by each of the companies involved in merger and signed by their representatives (original);
- Draft terms of merger signed by the representatives of each involved company (original);
- Statements of each of the companies that cease to exist, regarding the manner of settling liabilities (original) - details;
- Statement on the manner of publication of the draft terms of 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 - details;
- As appropriate:
- prior endorsements provided for by special laws (original);
- (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 the second phase are 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, shall be completed with „Application addressed to the President of the Court in the area where the applicant has the registered office, by which it is requested the registration of 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 company is situated, requesting the registration in the trade register (3 samples);
- Application for registration (original) - application form;
- General Assembly decisions of partners/ shareholders of each involved company regarding the approval of the merger (original) - details;
- Updated Articles of Association of the acquiring company in compliance with the amendments occurred (original) - details;
- Evidence of publishing the draft terms of merger certified by the director of the trade register office attached to the law court and/or by the appointed person or persons. The confirmation of the publication shall be done by the trade register office attached to the law court;
- Evidence of submitting the draft terms of merger for amendments to all the trade register offices attached to the law court where the legal persons involved are registered;
- 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);
- Draft terms of merger signed by the representatives of each involved company (copy);
- Resolution for the appointment of expert/experts in compliance with art. 243³ of Law no. 31/1990 as republished and subsequently amended and supplemented or the General Assembly decisionto renounce the expertise and the submission of the draft terms of merger drawn up by the companies involved in merger and signed by their representatives (copy);
- Statements of each of the companies that cease to exist, regarding the manner of settling liabilities (copy);
- Statement on the manner of publication of the draft terms of merger, 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;
- Financial standing of merger, having the same date for all companies involved in merger (copy) - details;
- Certificate of incorporation of the acquiring company in case of modifications of the elements it consist of (such as main activity, name of the company, legal form, registered office); certificates of incorporation and certificates of status of the companies that cease to exist (original);
- As appropriate:
- statement form of own responsibility (original) signed by the partners or the administrators attesting that the whole responsibility on the legality of the stated activities shall belong to the applicant - details;
- 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 merger 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 merger 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 merger shall be registered on the date established by the parties in order to produce effects.
- 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.
- 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.
