Romania: New regulations on Trade Register Act and Companies Act

Measures to digitalize and facilitate company business activity and the Trade Register in effect from 26 November 2022

The new regulations introduce changes to the activity of the Trade Register as well as to the Companies Act, with the aim of facilitating interaction with the Trade Register and digitalizing its activity.

This means that shareholders can now prepare company articles of association in digital format. The Ministry of Justice will issue an order providing standard forms for articles of association, which founders or their representatives will be able to download from the Trade Register’s website, digitally sign and submit online to the Trade Register.

Simultaneously, the content of the articles of association of limited liability companies is amended. The articles of association will have to include provisions on how the resolutions of the general meeting of shareholders are to be adopted, i.e., by unanimous vote of all members if an absolute majority cannot be established due to parity of shareholdings. The articles of association must also include the identification data of the beneficial owners and the manner in which control of the company is being exercised.
For the purpose of digitalising the activity of the Trade Register, the representatives of companies no longer have to submit a specimen signature and, instead, their qualified electronic signature can be used as a means of identification.

Moreover, the company registration certificate can now be issued in digital format directly to the applicant by email.

In addition, the deadlines for processing requests submitted to the Trade Register have been reduced, so that as of November the deadline for handling requests will be one working day from the filing date.

Concurrently, a new procedure is implemented for the winding-up of a company, which can be initiated by the Trade Register in the following situations: (a) the conditions for the validity of the registered seat are no longer met – the duration of the usage right has expired, the right of ownership of the premises has been transferred; (b) the activity of the company has ceased or has not been resumed after a period of temporary inactivity; (c) the duration of the company has expired.

The company may lodge a claim with the competent court against a winding-up decision within 15 days of its notification.


Law no. 265/2022 on the Trade Register and on amendment and supplementation of certain normative acts concerning registration in the Trade Register

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