In the Official Gazette with the number 750 of July 26, 2022 was published the Law no.265 of July 22, 2022 on the trade register and for the amendment and completion of other normative acts affecting the registration in the trade register.
This law regulates:
- the procedure of registration in the commercial register on the basis of the control of the commercial register registrar or, as the case may be, on the basis of the decision of the court;
- the status of the registrar of the trade 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.
The provisions of this law are not applicable to services provided in the context of the freedom to provide cross-border services, as provided for in Article 56 of the Treaty on the Functioning of the European Union.
The Trade Register is the public service of general interest which ensures the registration and publicity of professionals, authorized natural persons, sole proprietorships and family businesses, the registration and publicity of professionals, companies, European companies, cooperative societies, European cooperative societies, cooperative credit organizations, economic interest groups and European economic interest groups, with their head office in Romania, the registration and publicity of their branches, as well as the branches of the listed legal entities with their head office abroad.
Professionals whose organisation, functioning and records are regulated by special normative acts which do not provide for this obligation of registration are not subject to the obligation of registration in the trade register.
The registration in the commercial register is made on the basis of the Register’s decision which resolves the applications for registration or, as the case may be, on the basis of a final court decision or, where the law provides, of an enforceable decision. Where registration is ordered by a court decision, it may also be effected on the basis of the procedural act which reproduces the operative part of the court decision.
The Register’s decision is enforceable, unless the law provides otherwise.
The trade register is kept by the ONRC, in a computerized system, and registration in the trade register and in other registers kept by the ONRC is done electronically.
ONRC’s activity is supported by a main data centre and a secondary data centre, both located in Romania.
The Trade Register is structured into the following categories of registers:
- a register for the registration of companies, national companies, national companies, autonomous companies, economic interest groups, European companies, European economic interest groups, other legal entities expressly provided for by law, with their head office in Romania, their branches and, where applicable, branches of legal entities with their head office abroad;
- a register for the registration of cooperative societies and European cooperative societies with their main office in Romania, their branches and, where applicable, branches of cooperative societies or European cooperative societies with their main office abroad;
- a register for the registration of authorised natural persons, sole proprietorships and family businesses, with their professional headquarters and, where applicable, their workplaces in Romania.
Each professional registered in the trade register will carry a trade register number, starting from number 1 each year, granted at national level from the Central Trade Register.
The manner of keeping the registers, of making the registrations, of providing the services by the ONRC and the trade register offices shall be established by order of the Minister of Justice.
The Trade Register Office shall keep a file with the applications for registration in the Trade Register, the documents supporting them, the documents on the basis of which the registrations in the Trade Register are made and the documents attesting the registration for each registered professional.
The documents referred to in paragraph 1 shall be archived by the ONRC or, where appropriate, by the trade register offices and in electronic form, in a machine-readable and searchable format or in the form of structured data.
Documents and information filed in paper form shall be converted into electronic form by the ONRC and trade registry offices as quickly as possible.
As an exception to the provisions of paragraph 3, documents filed on paper before 31 December 2006 inclusive shall be converted into electronic format by the ONRC and the trade registry offices upon receipt of a request for registration or a request for the issue of copies or certified copies of those documents, transmitted by electronic means.