Romania Company Documents

Romania Company Document examples

As company incorporation agents our experience and relationship with the Oficiului Național al Registrului Comerțului in Romania means we can conduct comprehensive Romania company searches.

The Romanian National Trade Register Office is a public institution, under the Romanian Ministry of Justice and it manages the Central Trade Register. We can provide certified copies of Romania company documents held at the Oficiului Național al Registrului Comerțului., an Apostille service can also be provided on certified copies of Romania company documents issued by the Ministry of Justice in Romania.

Registration of Commercial Companies

Company registration in Romania is at the National Office of the Trade Registry.

Romania Company Document fees

Romania Company Search Report

The Romania Company Search is a summary of the latest information filed at the National Trade Register Office which confirms the existence of the company and provides further company details disclosed by the company.

A Romanian company search report includes the following information:

• Company Name/ Nume Firmaă
• Company Registration Number/ Număr de ordine în Registrul Comerţului
• Registered Office Address/ Adresa sediu social
• Company contact details/ Contacte sediu social
• Company Status/ Stare firmă
• Company Type/ Tip societate – Limited Liability Company/ Societate cu raspundere limitata/ SRL
• Company Activity/ Activitatea principală
• Date of last records in the trade register/ Data ultimei înregistrări în registrul comerţului
• Share capital/ Capital social – including subscribed share capital Capital social subscris
• Shareholders/ Acţionar details – including corporate shareholder/ acţionari persoane juridice, Name/Denumire, Nationality/ Naţionalitate, Share class/ Calitate, Number of shares/ Număr acţiuni/părţi sociale, capital subscribed and paid capital/ capitalul social subscris şi vărsat, the number and value of shares/numărul şi valoarea părţilor sociale
• Statutory Auditors/ Cenzori Auditori
• Branches/ Subsidiaries – Filiale/Sucursale/ Subunităţi – including Name/Denumire, Address/Adresă, Unique registration code/ Cod unic de înregistrare.
• The latest filed Directors’ Report and Accounts/ Situaţiile Financiare Anuale – where available

This extract is in Romanian, we provide an electronic English translated version of the key information.

Romania Certificate of Incorporation

The Romania Certificate of Incorporation is issued by the Ministry of Justice when a Romania company is incorporated, We can provide a registry copy of a Romania company incorporation certificate which includes the company name, company number, date of incorporation and states that a company is registered.

We can provide a Certificate of Incorporation for any company registered with the Romanian Ministry of Justice. The Ministry issues a copy or a certified copy Certificate of Incorporation certifying that a company is incorporated under the Company Act and:

• Company Name
• Date of Incorporation
• Company Number
• Companies Act

The Certificate of Incorporation is conclusive evidence of the formation of a company.

Can be supplied as a copy, certified or apostilled.

Certificate of Good Standing – Certificate Constatatoare

In Romania we can provide a Certificate Constatatoare which is a certificate of company status issued by the companies registry, this confirms the company has a status of Good Standing with the registry.

The Certificat Constatatoarr includes the company name, registration number in the trade register, unique registration cade, company’s status, company type/ legal form, registered office address, object/ activity of the company, subscribed and paid share capital.

Memorandum and Articles of Association

We can provide copies of Romania companies Memorandum of Association which includes, the company name, registered office, registered agent, business activities, share capital the company is authorised to issue, objects and powers of the Romania company. Company Articles of Association are a statutory company document which form the company’s constitution and internal rules under which the Romania company will be run.

Director’s Report & Accounts – Situaţiile Financiare Anuale

We can provide latest Director’s Report & Accounts for Romania Registered Companies. Company accounts filed at the Romania companies registry vary according to the classification of the company.

Shareholder List

The shareholders’ register, contains a list of the shareholders and the amount of shares they hold, and the amount paid-up on each share.

Company Directors

There is no requirement to appoint a Romania Resident Director and the Directors may be of any nationality.

Company Shareholders

Shareholders may be of any nationality and residency. Shareholder details are filed at the companies registry.

Share Capital

The minimum social capital is of 200 RON (€50). The registered share capital of a limited liability company is normally divided into shares with a registered value 10 RON.

Directors & Management

Directors of a Romanian company may be individuals or corporate entities, with no restrictions on nationality or residency.

New Shareholders

The process for share transfer is considerably more complicated in Romania compared with other jurisdictions and requires interaction with the local tax authority to verify all accounts are up to date and the seller of the shares does not have any debts towards the Romanian State – these reporting requirements to the local tax authorities is the primary reason for the long transfer process.

Shares are transferred via a Share Assignment Contract, signed by both the current shareholder(s) and the future ones, with all changes to the company being registered with the Trade Register. Alongside the Share Assignment Contract a Company Resolution must be drafted in a specific format and new Articles of Association must be drafted.

If the assignor or assignee of the shares is legal entity (Romanian or Foreign) then an additional special resolution must be drafted, using the exact working of the Share Transfer Agreement contract. Any differences between the two documents may cause problems with the Romanian Trade Registry.