In the Official Gazette with the number 779 of August 4, 2022 was published the Government Ordinance (OG) no.18 of August 3, 2022 on the authorization and functioning in Romania of the representatives of foreign companies and economic organizations.
This ordinance establishes the legal and institutional framework necessary for the authorization and functioning in Romania of the representative offices of foreign companies and economic organizations authorized by the Ministry of Entrepreneurship and Tourism.
Foreign companies and economic organizations may be authorized to have representative offices in Romania by the Ministry of Entrepreneurship and Tourism, which issues, for this purpose, the operating authorization, according to this Ordinance.
The operating authorizations of the representations of foreign companies and economic organizations are issued, upon their request, by the Ministry of Entrepreneurship and Tourism, through an electronic platform, for a minimum period of 1 year, with the possibility of extension for the same period.
To obtain the authorization to operate, an authorization fee of 1,000 euros/year, equivalent in lei, at the National Bank of Romania exchange rate on the date of payment, is payable.
The authorization fee shall be paid to the competent central tax authority in whose district the representative office is located.
The foreign companies and economic organizations represented are liable, under the law, for the legal acts and activities of their representatives in Romania.
The application for opening a representative office and issuing the authorization to operate a representative office shall be filled in electronically via the dedicated electronic platform, shall be addressed to the Ministry of Entrepreneurship and Tourism and shall contain the following information:
- the name, registered office and tax registration code of the foreign entity;
- the object of activity of the representative office, in accordance with the object of activity of the applicant foreign company or economic organisation;
- the duration of operation of the representative office;
- the representative of the representative office in relations with third parties;
- the representative office.
The following documents shall be attached to the application for registration:
- the document issued by the competent authority of the country in which the foreign company or economic organisation has its registered office, showing the identification and registration data of the foreign company or economic organisation, the object of activity and the share capital, and an authorised translation of this document with a qualified or advanced electronic signature;
- the memorandum of association or other supporting documents concerning the form of organisation and the functioning of the company or organisation and an authorised translation thereof with a qualified or advanced electronic signature;
- the power of attorney concerning the persons appointed to represent the foreign company or economic organisation applying for registration, with an authorised translation, if necessary;
- proof of payment of the authorisation fee in accordance with Article 3(2) and (3);
- a confirmation of good standing from the bank through which the company or organisation carries out its main financial operations;
- proof of the existence of the representative office in Romania for a period at least equal to the period of validity of the authorisation or to the period for which the extension of the authorisation is requested.
Documents drawn up in a foreign language shall be accompanied by an authorised translation.
The Ministry of Entrepreneurship and Tourism shall issue the authorization to operate or reject the registration of the representative office, via the electronic platform, within 30 days from the date of registration of the application and the attachment of the documents referred to in Article 5 paragraph (2) or from the date of completion of the application with the documents and information required under paragraph (4).
The operating authorization shall contain the identification data of the foreign company or economic organization, the object of activity of the representative office, the representative in relations with third parties of the representative office, the duration of validity of the authorization, the conditions of exercising the activity and the seat of the representative office.
The representative shall perform on behalf of the company or foreign economic organization only legal acts and activities in accordance with the object of activity established by the authorization for functioning. The representative does not carry out economic activities in its own name. Representatives and their staff shall carry out their activities in compliance with the legal provisions of Romania.
If the Ministry of Entrepreneurship and Tourism deems it necessary, it will request the applicant to complete the application with the information and documents required for the authorization through the electronic platform. In this case, the deadline for the solution of the application runs from the date of completion of the application with the requested documents and information.