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Simplification and digitalisation of the companies' registration at the Trade Registry

According to a draft law published for public debate by the Ministry of Justice, it is proposed to digitize the National Trade Register Office (ONRC) eliminating some of the current formalities, so that the roads to the counter will be limited, everything being carried out online.

Among the proposed changes, the most important one is the possibility to carry on electronically the whole registration process of a new company.

In addition, it will no longer be necessary to be presented for registration:

  • the proof of the reservation of the name - the obligation to submit the proof of the reservation of the company/ logo is carried out by the staff of the Trade Register, in cases where the applicant indicates his registration number;
  • the registration documents of the founders, administrators, auditors/auditors - for Romanian legal entities, for which data can be verified in the integrated ORC system;
  • documents proving that payments have been made or that, in the event of a transfer, the person concerned has been held liable for the payment, individual and family enterprises;
  • the decision of the company to participate in the formation of the company by the founders of legal entities - information already available in the Register of companies;
  • the bank credit certificate of non-resident legal entities participating in the formation of a company, issued by a bank or the competent chamber of commerce of the country of nationality;
  • all documents previously submitted and mentioned in the commercial register for which legal communication has been made;
  • documents previously issued by the ORCT, requested in support of applications for registration (registration certificates, certified operating licences);
  • copies of the registration certificates of legal persons acquiring partner status for Romanian legal persons;
  • the act of registration of Romanian legal persons holding the status of administrator/director/member of the management;
  • evidence of the creditor’s agreement to discharge liability or to regularise liability in the event of the simultaneous liquidation of an undertaking;
  • the death certificate in the case of acquisition of shares by succession, if there is a continuation clause of the company with the heirs.

Secondly, the project aims to amend the methodological rules related to the keeping of business registers, the keeping of registers and the dissemination of information from the trade register. The amendment also refers to the updating of terminology, in order to be consistent with the provisions of other legal acts governing certain legal relationships and having an effect on the registration procedure in the commercial register (E.g. OUG No. 116/2009 - order detailing which documents should be submitted for any type of registration in the Commercial Register and what is the procedure of settlement of applications, the Civil Code, the Code of Criminal Procedure, acts amending company law, etc.).

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