Documents required for registration in the trade register of the amendment regarding the increasing of the share capital of the companies

Information note on the processing of personal data

I. Increasing the share capital by cash contribution

1. Application for registration (original) - application form - details;
2. Amending document of the Article of Association concluded in the form provided for by the law (original) - details; Indicative model of sole shareholder decision/General Assembly decision;
3. Evidence of carrying out the payments (contributions);
4. Updated Articles of Association - details;
5. As appropriate:
   • identity documents in case of new partners/shareholders natural persons (copy certified by the part);
   • registration documents in case of the new partners/shareholders legal persons - details;
   • statement form on own responsibility of the foreign citizen natural person, in his/her own name or as a representative of the foreign legal person which is not fiscally registered in Romania (in original) - details;
   • evidence of the authorisations or endorsements issued by the competent authorities on the limit of the share capital/modification of the capital provided for, as a preliminary condition to the registration in the trade register, when the issuance of such authorisations and endorsements is provided for by the law (original or copy certified by the part) - details;
   • information from the fiscal record of the natural persons who have the obligation of presenting the certificate of fiscal record (obtained by the trade register office attached to the law court, ex officio, from NAFA - National Agency for Fiscal Administration), in original - details;
   • evidence regarding the empowerment of the person appointed to fulfil the legal formalities (original) - details;
6. Evidence of payment of the legal charge for disclosure and, as appropriate, of the postal charge, in original or as copy certified by the part - details:
   • charge for publication in the Official Gazette, Part IV/Part VII.
7. Declaration on beneficial owner of a legal person - details;  application-form; indicative model of the declaration on the beneficial owner (document under private signature); Guidance for filling in the “Declaration on the beneficial owner”.

II. Increasing the share capital by contribution in kind

1. Application for registration (original) - application form - details;
2. Amending document of the Article of Association concluded in the form provided for by the law (original) - details; Indicative model of sole shareholder decision/General Assembly decision;
3. Evaluation report drawn up by the expert appointed by the registrar from the trade register for which was made the disclosure, under the law, in original, as appropriate - details;
4. Updated Articles of Association - details;
5. Evidence of carrying out the contribution;
6. As appropriate:
   • identity documents in case of new partners/shareholders natural persons (copy certified by the part);
   • registration documents in case of the new partners/shareholders legal persons - details;
   • statement form on own responsibility of the foreign citizen natural person, in his/her own name or as a representative of the foreign legal person which is not fiscally registered in Romania (in original) - details;
   • evidence of the authorisations or endorsements issued by the competent authorities on the limit of the share capital/modification of the capital provided for, as a preliminary condition to the registration in the trade register, when the issuance of such authorisations and endorsements is provided for by the law (original or copy certified by the part) - details;
   • information from the fiscal record of the natural persons who have the obligation of presenting the certificate of fiscal record (obtained by the trade register office attached to the law court, ex officio, from NAFA - National Agency for Fiscal Administration), in original - details;
   • evidence regarding the empowerment of the person appointed to fulfil the legal formalities (original) - details;
7. Evidence of payment of the legal charge for disclosure and, as appropriate, of the postal charge, in original or as copy certified by the part - details:
   • charge for publication in the Official Gazette, Part IV/Part VII.
8. Declaration on beneficial owner of a legal person - details;  application-form; indicative model of the declaration on the beneficial owner (document under private signature); Guidance for filling in the “Declaration on the beneficial owner”.

III. Increasing the share capital by compensation of some certain liquid and chargeable debts

1. Application for registration (original) - application form - details;
2. Amending document of the Article of Association concluded in the form provided for by the law (original) with the specification of the number of shares/parts of share capital allocated as change for the contribution in kind - details; Indicative model of sole shareholder decision/General Assembly decision;
3. Financial statements and the corresponding balance sheet;
4. Updated Articles of Association - details;
5. As appropriate:
   • identity documents in case of new partners/shareholders natural persons (copy certified by the part);
   • registration documents in case of the new partners/shareholders legal persons - details;
   • statement form on own responsibility of the foreign citizen natural person, in his/her own name or as a representative of the foreign legal person which is not fiscally registered in Romania (in original) - details;
   • evidence of the authorisations or endorsements issued by the competent authorities on the limit of the share capital/modification of the capital provided for, as a preliminary condition to the registration in the trade register, when the issuance of such authorisations and endorsements is provided for by the law (original or copy certified by the part) - details;
   • information from the fiscal record of the natural persons who have the obligation of presenting the certificate of fiscal record (obtained by the trade register office attached to the law court, ex officio, from NAFA - National Agency for Fiscal Administration), in original - details;
   • evidence regarding the empowerment of the person appointed to fulfil the legal formalities (original) - details;
6. Evidence of payment of the legal charge for disclosure and, as appropriate, of the postal charge, in original or as copy certified by the part - details:
   • charge for publication in the Official Gazette, Part IV/Part VII.
7. Declaration on beneficial owner of a legal person - details;  application-form; indicative model of the declaration on the beneficial owner (document under private signature); Guidance for filling in the “Declaration on the beneficial owner”.

Note:

• 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 attached to the law court, 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 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.onrc.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.

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.