Documents required for registration in the trade register of the amendment regarding the decreasing of the share capital of the companies
Information note on the processing of personal data
Phase I
- Application for registration (original) - application form - details;
- General Assembly decision of partners/shareholders for decreasing the share capital (original) - details; Indicative model of sole shareholder decision/General Assembly decision;
- As appropriate, evidence regarding the empowerment of the person appointed to fulfil the legal formalities (original) - details;
- Evidences of payment of legal charge for disclosure and, as appropriate, of the postal charge, in original or as copy certified by the part - details:
Phase II
- Application for registration (original) - application form - details;
- Evidence of carrying out the disclosure for the decision of decreasing the share capital carried out by care of the the trade register office attached to the law court, ex officio;
- Updated Articles of Association (original) - details;
- As appropriate:
- preliminary endorsement on the limit of the share capital/modification of the share capital provided for by special laws (original);
- evidence regarding the empowerment of the person appointed to fulfil the legal formalities (original) - details;
- 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”;
- Evidences of payment of 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, for the notification on the submission of the updated text of the Articles of Associations.
Note:
- 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.
