Formalities prior to the incorporation:
1. Application for the company name availability and/or reservation of the name company (in original), with 3 names according to preference and the application for the company logo availability and/or reservation of the logo;
2. Proof of payment of the registration fee (for the reservation of the name company and for the company logo, separately):
• 45 RON – registration fee;
• 27 RON - which is a percentage applied to the registration fee: - 50% for the liquidation fund and 10% for the fund used for the National Bankruptcy Register as stipulated by Law No. 85/2014.
1. Application for incorporation (in original)
2. Annex 1 regarding fiscal registration - and, if the case may be - Annex 2 regarding foreign investment
3. A statutory declaration signed by the associates and by the administrators according to which:
- the legal person is not carrying out the activities that have been declared at its registered seat or its subsidiaries for a period of maximum 3 years (in original);
- the legal person fulfills all conditions stipulated by the legislation in enforce regarding sanitation, the environment and safety for the activities mentioned in the statutory declaration;
4. Proof of the fact that the name of the company is available and of the reservation of the company (in original)
5. If the case may be, the consent of the use of the name, as stipulated by art. 39 of Law No. 26/1990 as republished and modified (in original);
6. The Articles of Incorporation (in original);
7. A copy of the document that certifies the right to use the premises as registered seat of the company;
8. An application addressed to the National Agency for Fiscal Administration for the purpose of obtaining the certificate issued by the competent fiscal authority which certifies that the right of use of the premises mentioned as registered seat has not been stipulated in any other document in order to alienated;
9. A notarised statutory declaration regarding the observance of the conditions concerning the registered seat, in case the aforementioned certificate states that there are other documents registered with the fiscal administration which certify that the right of use of the premises mentioned as registered seat of the company has been alienated;
10. Copies of proofs of payment of the contributions subscribed by the associates to the share capital;
11. Copies of documents that certify the right of ownership of the assets that represent contributions in kind to the share capital; in case these assets are buildings, a copy of the certificate mentioning the encumbrances of these buildings must be enclosed;
12. Statutory declarations of the founders/administrators/censors or natural persons that act as representatives of the legal person stating that all legal conditions have been fulfilled for the appointment of these persons (in original);
13. Copies of the identity cards of the founders, administrators, managers, members of the board of management, members of the supervisory commission, censors, natural persons acting as auditors;
14. Proofs regarding the acceptance of mandate of the administrator/member of the board of management/ censor or auditor; the persons that have been appointed in these functions must enclose the original documents.
15.Samples of the signatures of the company’s representatives (in original)
16. If the case may be, the permit regarding the change of destination of the collective buildings used as residence, according to Law No. 230/2007 (in original);
17. If the case may be, a notarised statutory declaration of the natural person, foreign citizen, in his own name or as representative of the foreign legal entity that is not fiscally registered in Romania, in original, and, if the case may be, the translation done by an authorised translator whose signature must be authenticated by the notary public;
- documents certifying the registration of the founders, administrators, legal persons acting as censors (in original or notarised copy)
- a notarised copy of the resolution of the statutory body regarding the contribution of the founders for the incorporation of the company;
- a notarised copy of the power of attorney of the representative appointed to sign the Articles of Incorporation on behalf of the legal person who is the founder of the company;
- a declaration issued by the founders/members of the board of management/ managers regarding the identification data of the independent registrar that has been authorised to keep the Register of Shareholders.
- copies of all prior licenses as stipulated by the special laws;
- the letter of good standing of the legal persons that do not reside in Romania but who are contributors to the incorporation of the company, issued by a bank or by the competent Chamber of Commerce from their residing country (in original and a translated copy)
- notarised copies of documents certifying the operations that have been carried out by the founders in the joint stock company’s account that have been approved by the inaugural statutory meeting of members, if they were not mentioned in the Articles of Incorporation;
- in case of a joint stock company that was founded by public subscription, the offering memorandum signed by the subscriber, which has been previously published in the National Gazette of Romania, Section IV, the report of the inaugural statutory meeting of members and the proof of the power of attorney of the person designated for the incorporation of the company;
- a special notarised power of attorney of the person appointed to carry out all legal formalities, whether it is a attorney-at-law or a delegate (in original)
18. Proofs of payments of the legal fees/taxes:
- 250 RON – registration fee;
- 150 RON - which is a percentage applied to the registration fee: - 50% for the liquidation fund and 10% for the fund used for the National Bankruptcy Register as stipulated by Law No. 85/2014.
- fee of publication in the National Gazette of Romania, Section IV.
Source: www.onrc.ro (site of the National Trade Register Office)