A. Legal changes effective since 2015
The most recent legislative changes to companies registered with the Romanian Trade Registry refer to the improvement and simplification of the dissolution, liquidation and de-registration procedures in relation to the Trade Registry:
Upon request of any interested person or of the National Trade Registry Office, the court shall decide on the dissolution of a company in new cases, as follows:
- the company has not submitted its annual financial statements and, where applicable, the consolidated financial statements and accounting reports to the territorial units of the Ministry of Finance, within the period prescribed by law, if the delay exceeds 60 days;
- the company has not submitted the statement attesting that it has not conducted business from its incorporation up to date, to the territorial units of the Ministry of Finance, within the period prescribed by law, if the delay exceeds 60 days.
Moreover, the prerogative of extending the liquidation period shall be transferred from courts of law to the Trade Registry, in order to simplify the liquidation procedure and to release the courts from such authority. In addition, companies shall no longer be deregistered ex officio, but the National Trade Registry Office and any interested person shall request the competent court to proceed with their deregistration from the Trade Register.
Changes also include the obligation of Romanian legal entities (i.e., trading companies) with branches opened abroad to declare such branches to the Romanian Trade Registry Office, after their registration in the respective countries.
B. Legal changes applicable from July 7, 2017
All the aforementioned changes are regulated by Romanian law no. 152/2015 dated June 18, 2015 published in the Official Gazette of Romania no. 519/July 13, 2015, Part I, that transposes European Directive 2012/17/EU (the “European Directive”) regarding the implementation of an interconnection of trade registers of the Member States of the European Union.
Through this interconnection system, the Trade Registry shall freely exchange documents and information with the trade registries of EU Member States in the following cases: (i) operations of cross-border merger, and (ii) branches opened by companies established in Member States.
Also, through the European e-Justice portal, an online service shall be available to the public, under which information and documents related to professionals registered with trade registries within the European Union can be accessed.
According to the European Directive, individuals and legal entities registered in trade registers shall receive a unique European identifier (EUID) for better identification, which shall include the identification number of Romania, the identification of the national register, the individual/legal entity’s number in that register, and other items needed to avoid identification errors.
We should be ready to embrace such transformation in order to be in line with the mandatory legislation of the European Union.