New rules in relation with Trade Register Offices

3. August 2021 | Reading Time: 2 Min

On 23 July 2021, Government Emergency Ordinance no. 195/2020 on measures concerning the trade register (“Law no. 206/2021”) was approved, thereby introducing a number of changes and modifications to current rules, including:

  1. the following measures will be maintained throughout the period of the state of alert, as well as for one year afterwards:
  • the activity of the Trade Register Office will predominantly be carried out electronically and by correspondence, in accordance with the law;
  • the affidavit submitted together with applications for registration with the trade register or other applications may take the form of a document under private signature or in electronic form and may be sent to the Trade Register Office, free of any other formalities, by electronic means (signed electronically) or by mail or courier service. The affidavit may also be submitted in authenticated form, certified by a lawyer, or sworn in person at the Trade Register Office;
  • a specimen signature, where required by law, is to be submitted to the Trade Register Office subsequent to legalisation by a notary public/certification by a lawyer or in the form of a document under private signature, free of any other formalities; alternatively it can also be submitted in person at the Trade Register Office.

2. the following changes have been made to provisions of Law no. 31/1990 (Company Law):

  • after registration with the trade register, the Trade Register Office is no longer required to send the document certifying the right of use over the space designated as a registered office to the fiscal body within the National Agency for Fiscal Administration in whose tax district the building containing the registered office is located. It should be noted that the requirement to present proof of legal possession of a space designated as a registered office to the trade register’s office still applies.
  • the legal basis for expenditure for the acquisition of information on the capacity of a single shareholder and the fulfilment of requirements regarding a registered office has been eliminated.

3. no. 172 of Law no. 359/2004 on the simplification of formalities regarding the registration with the Trade Register of natural persons, family associations and legal entities, their fiscal registration and the authorisation of the operation of legal entities has been amended as follows:

  • for the purposes of verification by the competent public authorities/institutions with responsibility for authorising the operating of legal entities and confirmation of the conformity of the declared information, the Trade Register Office will send to the aforementioned, via electronic means, the information contained in the sworn declarations regarding the fulfilment of operational/activity performance requirements at the registered/professional office and/or secondary offices, or, as the case may be, at third parties, together with the identification data of the registered persons, within 3 working days of the date of registration with the trade register.

Source: Law no. 206/2021 on the approval of Government Emergency Ordinance no. 195/2020 on measures concerning the trade register, published in the Official Gazette no. 715 on 20 July 2021.

Legal Newsletter July 2021
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