By Law no. 265/22.07.2022, among other things, amendments are made to the procedure of registration in the Trade Register.
The amendments transpose the provisions of a European Directive on the use of digital tools and processes in the context of company law.
The law will enter into force 4 months after the date of publication in the Official Gazette of Romania, respectively on November 26, 2022.
What news brings the law:
- The procedure for the online formation of a company is regulated, in which the signing of the articles of incorporation and the registration in the Trade Register are carried out entirely by electronic means. It will be possible to draw up the constitutive act online using a standard form made available by the Trade Register containing a predefined set of clauses, and it will be signed by all founders or their representatives with qualified electronic signature.
- The procedure for registering a branch established by a company having its head office in an EU country is simplified, as well as cross-border merger operations in the sense that no documents and information will be required that are/can be obtained/verified through the system of interconnection of business registers in EU Member States.
- Applications for registration in the business register, documents supporting them, documents on the basis of which the records in the business register are made and documents shall be archived by the Trade Register offices and in electronic form, in a format that allows computer reading and searching, to ensure the rapid delivery of copies in electronic format.
- The Trade Register, kept by the ONRC, will be part of the system of interconnection of Trade Registers in the Member States of the European Union. As a result, public online access to extensive and up-to-date information on companies, including information on companies registered in other EU Member States, will be ensured.
- The certificates of record and registration certificates, the closures issued by the Registrar may be issued in electronic format signed with a qualified electronic signature, at the request of the applicant.
- The ONRC publishes the Electronic Bulletin of the Trade Register, organized as a central electronic platform through the online services portal of the ONRC in which the documents and deeds registered/mentioned/filed/covered in/to/by the Trade Register will be published. Also, on this platform will be published the list of companies for which ONRC is to formulate dissolution or deletion actions, according to the law.
The Law also amends Law no.31/1990 on companies, simplifying or eliminating some formalities.
Thus, when registering a company:
- The requirement to provide proof of the availability of the company name is deleted
- The requirement to pay the contribution to the share capital of the SRLs at the time of establishment is deleted. It can be paid up after the company is established, within a period of 3 months and 2 years, depending on the nature of the contribution.
- When signing the articles of association, the founders assume responsibility for fulfilling the conditions stipulated by law to establish a company, the articles of incorporation being provided with a clause in this respect, thus not being necessary to draw up and separate submission of a self-declarations.
- The articles of incorporation shall include special clauses: (i) the manner of adopting the decisions of the general meeting of the associates, with the vote of all the associates, if, due to the parity of the share capital participation, an absolute majority cannot be established; (ii) the arrangements for ensuring the extinguishment of the liability or its settlement in agreement with the creditors, in the event of the dissolution of the company without liquidation, where the associates agree on the distribution and liquidation of the assets of the company (ii) the term of office of the directors.
The law also provides that, for their appointment to be legally valid, appointed administrators, directors, censors must expressly accept the mandate granted. By accepting the mandate, they assume responsibility for fulfilling the conditions stipulated by the law to hold and exercise the function in which they have been appointed.
