The Trade Register is preparing to become part of the digital age with the entry into force of Law no. 265/2022, which introduces important amendments to the Trade Register Law and Companies Law as well as other legislation.
The mandatory transposition of two European Directives has facilitated the introduction of a procedure for setting up a company in which the submission of articles of association and the process of registration with the Trade Register takes place entirely by electronic means.
The digitalisation process also makes it easier to register branch offices with the Trade Register. Under this new law, the Romanian Trade Register becomes part of the interconnection system linking the trade registers of the EU Member States, meaning that when registering a branch office set up by a company with its headquarter in an EU Member State, the necessary documents and information can be obtained and verified much more easily, without the need for documents to be supplied by the applicants. The trade register interconnection system is also used for cross-border merger procedures.
The digitalisation of the archiving procedures within the Trade Registry offices will be just as, if not more beneficial. Registration applications and all attached documents are also to be archived electronically, making it possible to read and search these documents, thereby ensuring that copies of documents can be provided faster in electronic format.
At the applicant’s request, certificates of establishment, certificates of registration, and resolutions may be issued in electronic format with a qualified electronic signature.
Law no. 265/2022 also amends the articles of association, which become much more complex:
- companies are now obliged to include in their articles of association details of the ultimate beneficial owners and the ways in which their control over the entity is exercised. Provision of this information is thus no longer optional but becomes an obligation in respect of all companies set up on or after 26 November 2022.
- It is now mandatory to include a clause whereby shareholders declare that they will fulfill the legal requirements in their capacity as shareholders of the company.
- In the case of joint stock companies (S.A.) and limited partnerships with share capital, the articles of association must specify the type of company (closed or open).
- In the case of limited liability companies, general partnerships, and limited partnerships, the articles of association must specify how the resolutions of the general meeting of members are to be adopted, where, because of the parity of shareholdings, an absolute majority or the duration of the term of office of the directors cannot be established and also must specify the arrangements for settling liabilities or for settling them in agreement with creditors in the event of dissolution without liquidation, where the members agree on the distribution and liquidation of the company’s assets.
Submitting the articles of association in electronic format via the online service portal is not mandatory, but where applicants do opt to use the online company registration procedure, please note the articles of association must be signed electronically with a qualified electronic signature by all company partners/shareholders or their conventional representatives.
The articles of association will therefore also be available in a format that can be submitted via the Trade Register’s online services portal. Order no. 5307 of 21 November 2022 issued by the Ministry of Justice approves the standard format for articles of association, which is a template of the articles of association.
However, not all situations that may arise in practice are covered by the standard format and the way it is presented will not resolve every potential misunderstanding between partners. The manner in which it has been drafted creates the false impression that the setting up of a company is within everyone’s grasp and thus ignores the complexity of this procedure. The Order also approves the format of the new application form to be used when registering a company with the Trade Register.
In ushering in this long-awaited process of digitalisation of the Trade Register, Law no. 265/2022 will help correlate the data between the records of the tax institutions and those of the National Trade Register regarding the actual number of registered companies and those active on the Romanian market.
In conclusion, Law no. 265/2022 seeks to create the legal framework for company registration operations with the Trade Register, namely the digitalisation of the registration process, in accordance with the European Directives in this field. The simplification introduced by the new measures is beneficial and aims to allow all the formalities involved in the setting up of a company (including the submission of articles of association) and the registering of a branch office to be carried out online.
On request, we can provide legal assistance with the formalities of setting up companies and registering them with the Trade Register in compliance with the new legal provisions.
Source: Law no. 265 of 22 July 2022 on the Trade Register and the amendment and supplementation of other acts of law affecting registration with the Trade Register; and Order no. 5307/C of 21 November 2022 approving the format of the standard form of articles of association, the format of the registration application form, the format, security features, and structure of the registration certificate, in both printed and electronic form, the template of the standard declaration of responsibility regarding fulfillment of the conditions for the operation/performance of the activity of the company, the template of the certificate of registration of the declaration of responsibility regarding the fulfillment of the conditions for the operation/performance of the activity of the company and the structure of the unique European identifier (EUid).