New regulations in the activity of the Romanian Trade Registry

On December 29th, 2009 the Romanian Government issued the Emergency Order number 16 ofor the establishment of new measures for registrations in the Trade Registry, legal provision published in the Official Gazette of Romania no. 926 of December 30rd, 2009.

This emergency ordinance shall enter into force 15 days after its publication in the Official Gazette and applied until the publishing of the regulation of registration made by commercial registers. Within 6 months from the effective date of this Emergency Ordinance, the Government will adopt the proposal of the Ministry of Justice, for the law on the establishment, organization and operation of the profession of commercial registrator.

The legal provision comes as a result of crowded courts with a large number of cases and procedures related to business flow.

On December 29th, 2009 the Romanian Government issued the Emergency Order number 16 ofor the establishment of new measures for registrations in the Trade Registry, legal provision published in the Official Gazette of Romania no. 926 of December 30rd, 2009.

This emergency ordinance shall enter into force 15 days after its publication in the Official Gazette and applied until the publishing of the regulation of registration made by commercial registers. Within 6 months from the effective date of this Emergency Ordinance, the Government will adopt the proposal of the Ministry of Justice, for the law on the establishment, organization and operation of the profession of commercial registrator.

The legal provision comes as a result of crowded courts with a large number of cases and procedures related to business flow.

So, notwithstanding the provisions of Law no. 26/1990 regarding trade register, and Law no. 31/1990 on trading companies, the responsability to solve applications for registration in the commercial register and, where appropriate, other applications under the jurisdiction of the settlement judge, on a maximum of 6 months from the entry into force of this emergency ordinance, belongs to the Manager of Trade Registry Office by thecourt and/or the person or persons designated by the General Manager of National Trade Register Office.

In case of dissolution, by law, the responsability belongs to the competent commercial department within the istrict court where the company is registered.

In case of merger, including cross-border merger, and in case of division, the responsibility for checking the legality of the decision on the merger / division, and, where appropriate, of association or the Act as amended and to complete the registration belongs to the commercial department of the court in whose jurisdiction the company is registered, except for the preliminary publication procedures in the Official Gazette prior to the mergers or divisions, which are by the competency of the Director of Registry.

The resolution issued by the Director Trade Registry Office are executory by law.

Complains agains such resolutions may be deposit within 15 days from prononciation for the reference of the parties and from the publication of the resolution or the amended act of association in the Official Gazette of Romania, Part IV, to any other person. Within 3 days after submission, the Trade Register Office forwards the complaint to the commercial department of the court in whose district the company is registered .

An important detail is that during the implementation of this emergency ordinance, the Trade Register offices by the courts are not charging any judicial taxes and, where appropriate, judicial stamp taxes.