by Vlad Cuc
The Trade Register in Romania is an institution that operates under the Romanian Ministry of Justice. The Trade Register in Romania has a set of responsibilities, such as: keeping records on the legal and financial status of all companies registered in this country, provide economic and statistical information, provide commercial information, simplify the procedures concerning the incorporation of legal entities and companies, inform and assist business people on issues related to the trade register activity.
Our team of Romanian lawyers can assist businessmen with advice on the procedures that must be followed when registering with the Trade Register in Romania; our attorneys can provide information on any of the duties of this institution and may also offer step-to-step details on the procedure of registering a local business with this administrative body.
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Legal registration operations such as the formation of new Romanian companies, change of the social headquarters of the company, change of any clause of the articles of association, cession of social shares and others, require the verification of the file and documents by a clerk and a Trade Register judge.
The Trade Register judges review the submitted information, the correctness of the paperwork from the legal point of view (articles of incorporation, affidavits, specimen signatures etc.) and either request further information from the shareholders and/or directors or their representatives or approve the operation.
From the date of approval of the incorporation of a Romanian company, the Romanian Trade Register usually requires approximately 3-5 business days to issue the Certificate of Incorporation. Other useful information about the Trade Register and its activities throughout Romania are presented below:
The activity of the Romanian Trade Register is regulated by multiple rules of law; our team of Romanian lawyers can present at length the basic regulations referring to this institution, which is regulated by the Law no. 26/1990 – the law on Trade Register. The activity of the institution also falls under the regulations of the Law no. 31/1991 – the Law on Companies, the Law no. 33/2000 – on insurance activity and insurance supervision and others.
The activity of the institution also falls under the regulations of the Law no. 161/2003, the Law no. 297/2004, the Law no. 359/2004, the Law no. 566/2004, the Law no. 1/2005, the Law no. 93/2009 or the Law no. 202/2010. Additional rules of laws and decrees are applicable as well and this why we highly recommend businessmen or to any interested party to request information from our team of Romanian lawyers.
Since the Trade Register is the main institution where local businesses are registered, the institution also holds the current statistics on the businesses incorporated here. The latest data for the current year (2019) covers the period of January to September, and foreign or local investors should know that:
The history of the Romanian Trade Registry (in the legal sense of the word) begins in 1864, when the authorities of that time created the Chambers of Commerce and Industry. In 1884, a new legislation was created, the Law on Companies Registration, which stipulated that the data on local businesses must be registered and maintained following specific rules by the Trade Registry.
Throughout the years, the institution maintained its activities, up until 1950, when the Trade Registry was abolished as a consequence of the political regime that was installed in the country at that time. The institution ceased its operations up until 1990, after the fall of the communist regime. Since 2002, the institution operates under the Romanian Ministry of Justice and, since then, it became a full member of international structures, such as the European Commerce Registers’ Forum and the Corporate Registers Forum.
The procedure on how to start a business in Romania depends on the type of legal entity that is selected for incorporation. All types of companies that are recognized under the Romanian law have to be registered with this institution and this also refers to businesses that are not considered corporate bodies (such as the sole trader); our team of lawyers in Romania can provide legal assistance on how to register a local company.
Thus, the documents required by the institution will also vary. In the case of a private limited company, one of the most common ways to start a business here, investors have to prepare numerous documents and this is why we recommend to get in touch with our team of Romanian lawyers. For this type of company, there are 19 documents that have to be completed, for example.
Our law firm in Romania has an important experience representing local and foreign companies in their interaction with the Bucharest Trade Register for the creation of Romanian companies, modification of the articles of association of Romanian entities, obtaining registered information on companies incorporated here etc. Please contact our law firm in Romania for any additional inquiry regarding this institution.