Order No 6974/C of November 26^th, 2020, amending and supplementing the Norms governing the manner in which trade registers are kept, registrations are made and extracts of information are released, as approved by Order No 2594/C/2004 of the Minister of Justice (hereinafter referred to as the „Order”) was published in the Official Journal of Romania, Part I, No 1264 of December 21^st, 2020.

The amendments have been passed in order to eliminate some formalities in registration procedures which are no longer useful.

Among others, the Order implements some amendments in respect of the manner in which registrations are made:

A. Additional information shall be registered with the registrar of companies

• The identity data of the representatives of founders/shareholders/associates of corporate entities;

• The contribution of each shareholder/associate to profits and losses;

• The marital status, the legal capacity, the matrimonial regime and other elements regarding the personal status.

B. Publication of documents on the webpage of ONRC

• The documents that must necessarily be published in the Official Journal of Romania shall be uploaded on the webpage of ONRC and/or on the online services portal of ONRC.

C. Implementation of the latest changes operated in the Company Law No 31/1990

• The interdiction to be a sole shareholder in several limited liability companies was eliminated;

• The interdiction of limited liability companies with sole shareholder to be a sole shareholder in another limited liability company was eliminated;

• The one room – one corporate seat rule was eliminated;

• The approval signed by the neighbors and the representative of the owners’ association in case of change in destination of apartment buildings is no longer necessary when the company’s director(s) declare(s) on his/her/their own liability that no activities are going to be conducted at the corporate seat;

• The declaration on one’s own liability that he/she/it meets the legal requirements to hold a position in the company¹ shall also be valid if given under private signature.

D. The following documents shall no longer be necessary

• For the incorporation file:

– The shareholders who are corporate entities shall no longer be required to lodge the following documents:

i. Copy of the registration document of the shareholders who are corporate entities;

ii. Their decision regarding the participation to the incorporation of the company;

iii. The mandate of the person who signed the articles of incorporation for and on behalf of the corporate entities;

iv. The certificate of good standing of the non-resident corporate entities.

• In case of relocation of corporate seat:

– The certificate of registration (CUI) is no longer required.

• In case of change in the business objects:

– The certificate of registration (CUI) is no longer required.

• In case of transfer of shares:

– The following are no longer required:

i. The shares transfer agreement;

ii. The proof of payment of the tax on income from transfer of shares.

• In case of increase in the share capital by conversion of undisputed, liquid and payable claims:

– The document underlying claim is no longer required.

• In case of increase in the share capital by swap of bonds into shares:

– The following are no longer required:

i. The proof of issuance, subscription and payment of bonds;

ii. The decision of the general meeting of shareholders regarding the issue of bonds convertible into shares;

iii. The decision of the general meeting of shareholders regarding the swap of bonds into shares;

iv. The corresponding decision of the general meeting of bondholders.

• In case of change in the legal form:

– The certificate of registration (CUI) is no longer required.

• In case of temporary suspension of the business and business resuming:

– The certificates of incumbency issued based on the standard declaration on one’s liability for the authorization of the activity are no longer required.

• In case of a company’s resuming its business activity which was temporarily suspended:

– The certificates of incumbency issued based on the standard declaration on one’s liability for the authorization of the activity are no longer required.

• In case of de-registration of a limited liability company pursuant to the simultaneous dissolution and liquidation by unanimous consent:

– The following are no longer required:

i. The financial statements for liquidation, approved by the shareholders/members and the proof of publication thereof;

ii. The certificate of registration and the annexes thereto or the certificates of incumbency confirming the registration of the standard declaration on one’s liability for the authorization of the activity;

iii. The proof of creditors’ approval regarding the satisfaction of liabilities or the settlement thereof.

E. Transfer of the ownership title in stocks

• The extract from the shareholders registrar based on which registration is required may also be certified by the private independent registrar, not only by the company’s director.

¹ The declarations to be given by the founders and by the directors/members of the boards of directors and by the members of the supervisory committee, respectively, and where applicable by the managers and members of the managing committee, by the auditors or by their representatives, if they are corporate entities appointed through the articles of incorporation.