We remind you that the Law 265/2022 on the Trade Register and for the modification and completion of other normative acts affecting the registration in the Trade Register was published in the Official Gazette (Part I) no.750 dated 26 July 2022, with applicability from 26 November 2022
Thus, the registration in the Trade Register underwent changes with the publication of Law 265/2022.
Among themost important changes are the regulation of the procedure for the online incorporation of a company and the simplification of the transmission of documents.
Basically, more documents will be able to be transmitted electronically signed with a qualified electronic signature. Moreover, the Law no. 31/1990 on companies is also amended.
We mention that Law 265/2022 regulates:
the procedure of registration in the commercial register on the basis of the control of the registrar of the commercial register or, as the case may be, on the basis of the decision of the Court;
the status of the registrar of the commercial register, hereinafter referred to as the registrar;
the organisation and functioning of the National Trade Register Office, hereinafter referred to as the ONRC, and the trade register offices of the courts, hereinafter referred to as the trade register offices.
Among the changes that will come into force on 26 November are:
companies will be obliged to include from the outset in their articles of association the details of the beneficial owners and the manner in which control of the company is exercised (points 6 and 8 of Article 129). Although the new law uses the phrase “where appropriate” when indicating the beneficial owners in the articles of association, the recommendation of specialists in the field is to make this information mandatory.
the memorandum of association can be drawn up online, by filling in a standard form with predefined options, which will be available on the ONRC website; the standard memorandum of association or, where appropriate, the individualised one, is signed by all the founders or their representatives with a qualified electronic signature;
applications for registration and supporting documents drawn up by lawyers or notaries public may be signed by them with a qualified electronic signature and transmitted electronically;
the procedure for registering branches of companies with their main office in an EU Member State is simplified by eliminating the documents and information that are/could be obtained/verified through the BRIS (Business Register Interconnection System);
the use of a central electronic platform, maintained by the trade register, for the publication of acts and facts registered/mentioned/ filed/viewed in/at/at the trade register, the Electronic Bulletin of the trade register
registration certificates and certificates of registration may also be issued in electronic format signed with a qualified electronic signature/qualified electronic seal.
In view of the interconnection of Member States’ business registers, the effect of registration in all registers will be standardised as that from which the acts and deeds of the registered natural and legal persons become enforceable against third parties in order to provide a general point of reference for both national and cross-border users;
to codify legislation in the field of commercial registration and to systematise it in relation to regulations on companies, the prevention and combating of money laundering and the protection of personal data. Thus, Law 265/2022 integrates the primary legislation on the procedure for registration in the commercial register and authorisation to operate/carry on business. At the same time, it correlates and standardises the registration procedures for all categories of natural and legal persons registered in the commercial register and contains specific provisions on public access to personal data registered in the commercial register and in the Register of beneficial owners.
Important mention:
ANAF has recently published in the Decision Transparency the Draft Joint Order of the President of ANAF and the Minister of Justice approving the model and content of the form “Application for tax registration” and the instructions for its completion.
In the Approval Memorandum accompanying the draft normative act, it is specified that, according to the provisions of Law no.265/2022, legal entities, as well as authorized individuals, individual enterprises and family enterprises, upon submission of the application for registration in the trade register, also apply for tax registration.
At the same time, according to the definition provided in Article 3 paragraph 1) letter h) of Law No 265/2022, tax registration is the registration of the professionals subject to the obligation of registration in the trade register, by assigning the unique registration code.
In order for ANAF to assign the unique registration code, the trade registry offices shall transmit, directly or through ONRC, electronically to ANAF the data relating to the entries made in the trade register and those contained in the tax registration application, which shall be attached to the registration application.
According to article 78 paragraph 3) of the above mentioned normative act, the format of the tax registration application is established by joint order of the President of ANAF and the Minister of Justice, to be included in the application for registration in the trade register.
In this context, a new draft normative act was promoted, approving the model and content of the form “Application for tax registration”, as well as the instructions for its completion, in order to ensure the possibility for entities subject to the obligation of registration in the trade register to request, together with the registration/registration in the trade register, also the tax registration in the records of the tax authority.
Amendments to Law 31/1990 – when registering a company:
The general partnership and the limited partnership are obliged to pay in full the subscribed share capital upon incorporation. But the limited liability company must pay in 30% of the amount of the subscribed share capital not later than 3 months after the date of registration, but before commencing operations in the name of the company, and the difference of the subscribed share capital will be paid in:
a) for cash contribution, within 12 months from the date of registration;
b) for the contribution in kind, within 2 years from the date of registration at the latest.
The requirement to provide proof of availability of the company name is removed;
The requirement to pay the contribution to the share capital of the LLC at the time of incorporation is eliminated.
The requirement for a declaration on own responsibility when signing the memorandum of association is no longer necessary;
Special clauses added to the articles of association:
the method of adopting resolutions of the general meeting of shareholders, with the vote of all shareholders, if, due to the parity of participation in the share capital, an absolute majority cannot be established beforehand;
the means of ensuring the extinction of the liabilities or of settling them in agreement with the creditors, in the event of dissolution of the Company without liquidation, when the partners agree on the distribution and liquidation of the assets of the Company
the duration of the mandate of the Directors.
Legal basis:
– Law 265/2022 on the trade register and for the amendment and completion of other normative acts affecting the registration in the trade register;
– Law 31/1990 1) Companies – republished