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Law No. April 7 1931 1,252 Concerning The Establishment Of A Register Of Commerce

Original Language Title:  LEGE nr. 1.252 din 7 aprilie 1931 privind înfiinţarea unui registru al comerţului

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LEGE no. 1.252 1.252 of 7 April 1931 on the establishment of a trade register
ISSUER PARLIAMENT
Published in OFFICIAL MONITOR no. 84 84 of 10 April 1931



CAROL II Through the grace of God and the national will, King of Romania, To all present and future, health: The legislative assemblies voted and adopted, and We sanction what follows: + Title I About trade registers + Article 1 At each Chamber of Commerce and Industry will be kept by a special office, under the control of a judge-delegate, a trade register for the registration of documents whose advertising is required by law. + Article 2 The president of the tribunal, in whose constituency the Chamber of Commerce and Industry is based, annually delegates a judge for the control of the register. The judge must control the register at least once a month. The grafts of all courts and arbitral Chambers must send to the special office of the register of the Chamber of Commerce and industry the devices of the final judgments referring to the acts whose advertising is required by Law. + Article 3 The trade register is public. Anyone can obtain, at his expense, a copy after the registration made and after the documents relating, or a certificate that a certain act is not passed in the registers. + Article 4 Any trader is obliged as before the start of trade or, or from the date of purchase of a trade fund, to ask for his registration in the trade register, to the Chamber of Commerce and Industry Office, in the constituency to which he is to exercise this trade. + Article 5 The application for the registration of a trader must show: 1. The name, surname, nationality of origin and that acquired by the trader; 2. The commercial firm and the various emblems used in trade; 3. Date and place of birth; 4. The object and the trade; 5. Authorisation and enabling acts for the exercise of trade, when the trader is incapacitated; 6. Showing the matrimonial property regime under which he is married; 7. The premises of the enterprise (locality, street and number), the places where the branches or agencies of the trade funds are located, in the country or abroad. 8. Its previous activity. The application will be made in two copies. After receiving it the official of the trade register shall investigate the fulfilment of the legal conditions and transcribe in the register its contents, giving the trader a certified copy of the operation carried out. The trader will then deposit his signature at the office, to be kept. This submission will be made before the respective official, or presented in authentic form. + Article 6 They must also be declared in the trade register: 1. All changes or changes relating to facts, the registration of which in the trade register is shown in the previous article; 2. The decisions of divorce and separation of goods, delivered during the course of trade; 3. Donation, sale, location or pledge of the trade fund, as well as any other act by which any modification is made, or that makes the company or the trade fund cease; 4. Exploited inventive brevets and factory, or trade marks, used by traders; 5. The decisions by which the prohibition of a trader is pronounced, those appointing a judicial council, as well as the sentences by which these measures are lifted; 6. Decisions declaring the bankruptcy of the trader, those of approval, resolution and cancellation of the preventive and post bankrupt concordat; those of cessation of bankruptcy after distribution, or for non-arrival of asset, those of conviction for Banknote offences, as well as the decision to rehabilitate the trader. The particulars shown in paragraphs 2, 5 and 6 shall be made ex officio at the request of the court which has delivered them. + Article 7 It will also be mentioned in the trade register of the Chamber of Commerce and Industry, where the trader has the seat of his trade, any power of attorney given for the geration of the business of a commercial settlement, showing his name, surname, nationality, domicile and powers of the representative. The representative's signature will be kept at the office. It will be able to be given in the form shown by art. 5. + Article 8 They are subject to registration in the commercial register of the registered office all companies. Registration will have to be requested within one month from the constitution of the company. The application will be signed by at least one of the non-silver associations liable, in the company in collective name and simple order, by at least one of the administrators or directors of the companies on shares, or with limited liability, having the signature social. The application will be joined by the constituent acts and statutes of the published legal company. + Article 9 The application for registration of a company must show: 1. The names and surnames of the associates, who are not shareholders or commanders, as well as their nationality. 2. Social firm; 3. The object of society; 4. The places where the company has branches or agencies, in the country and abroad; 5. The names of the associates, administrators, censors, or the third authorized to administer or represent the company, as well as their nationality. 6. The subscribed capital, the one paid in cash, as well as the amounts and values that are still to be brought into society; 7. The date on which the company began and its duration; 8. Nature of society; 9. If the company is with variable capital, the nominal amount under which the share capital can no longer be reduced. The application will be made in two copies. After receiving it the official of the trade register, transcribe in the trade register its contents and return to the petitioner a certified copy of the operation carried out. The signatures of representatives will be held at the office. They will be given in the form shown by art. 5. + Article 10 The trade register must also be mentioned: 1. All changes or changes regarding the facts whose registration in the register is required by the previous article; 2. Name, surname, date and place of birth, nationality of censors, administrators, or directors appointed during the operation of the company. 3. Exploited inventive brevets and factory or trade marks used by the company; 4. Decisions declaring the declaration or lifting of bankruptcy, approval of the composition, resolution or cancellation of the composition, cancellation or dissolving of the company; 5. Decisions for the sentencing of administrators and directors for crimes in case of bankruptcy. + Article 11 Any merchant or company must require the registration of all branches or agencies, mentioning in the respective trade register their name and company, with reference to the trade register of the main settlement or registered office. + Article 12 Any merchant, Romanian or foreign, who has a main commercial settlement abroad and establishes in the country a branch or agency is obliged as before the start of trade, in the country, to ask for registration in the trade register of the constituency of the Chamber of Commerce and Industry where the branch or agency will be located. Foreign companies that establish in the country a branch or agency are subject to the same duties. + Article 13 Any mention in the trade register for which no time limit has been fixed shall be required within one month from the date of the act or the fact to be mentioned, and for judicial decisions within one month from the date of their delivery. + Article 14 In case of cessation of a trade, or of death of a trader, as well as in the event of dissolution of a company, at the request of those interested will have to be made the radiation relating. This deregistration can also be made ex officio on the basis of a conclusion of the judge of the trade register, when it was not requested by the trader, by his heirs, or by administrators operating at the time of dissolution of the company. The decreases from the payment of the tax in case of deregistration of a company can only be made after the proof that the company was removed. + Article 15 No registration or mention will be made in the trade register unless proof of payment of legal and publication fees is joined. + Article 16 Registrations and mentions in the trade register will be published in full, under the care of the office, in the Official Gazette and the Chamber of Commerce and Industry Bulletin, respectively. They are opposable to the third from their publication in the Official Gazette. The publication is considered fulfilled after 48 hours from its appearance in the Official Gazette. Who has the obligation to ask for registration cannot oppose the third unregistered and unpublished acts. Such acts may however be opposed when the third one had to be aware of them. + Article 17 A trade repository will be retained by a special office at the Union of Chambers of Commerce and Industry. Each Chamber of Commerce and Industry, will be obliged within one month to communicate to the central office all the registered registrations. + Title II About companies and emblems + Article 18 A trader's firm is the name under which he exercises his trade and with which he signs The emblem is the sign or name that distinguishes one enterprise from another of the same kind. The company and the emblem become the property of the person who asked for the registration, by registering them, but starting from the date of application + Article 19 A trader's firm must be composed of: name and at least one of its surnames. + Article 20 The company of a company in the collective name must be composed of the name and surname or firm of at least one of the associates, with the mention "Society in collective name". The firm of a company in simple order must be composed of the name and pronoun or firm at least of one of the associates ordered with the mention "Society in simple order". The firm of a limited liability company must be composed as that of a company in the collective name, or of a generic name in all cases with the mention: "Limited liability company". The firm of an anonymous company or on shares of a cooperative company, as well as that of a mutual insurance company, must be composed of a generic name to which the words "the company's way" are added. + Article 21 Any company, new, individual, or social, must differ from those that are registered in the commercial register, in the same locality. When a new firm is the same as another registered office, a statement must be added that distinguishes it from it, either by more accurately designating the person or the kind of operations they exercise. + Article 22 Who succeeds in a trade fund, with any title, may use the existing firm, if it has been authorized to it, with the condition of the mention of the succession report. + Article 23 The firm cannot be disposed of separately from the trade fund to which it belongs. + Article 24 In order to be able to be inscribed and used the emblem will have to distinguish from the emblems of the same locality, passed in the commercial The emblem will have to be the same for branches located in the same locality or county with the main settlement. + Article 25 No written emblem will be able to be used if it is not accompanied by the company. The company and the emblem will be accompanied by the registration number at the office, on all the prints of the trader. Traders and companies in the collective name, or in the simple order, who exercise the bank trade, will not be able to use the emblems, will have from their company to resist that they exercise the bank trade. + Title III Criminal, tax and transitional provisions + Article 26 Anyone who is believed to be damaged by the registration made or by the refusal to make any registration, has the right to address the judge of the register, who after hearing the office through the respective official, will rule by a decision. On the contrary to the decision of the registrar, any interested party will have the right to appeal to the court, which will adjudicate urgently in the Board Chamber. + Article 27 On the basis of the court's decision there is a right of appeal within 10 days of the ruling. The appeal will be declared at the court's Registry and will be adjudicated in accordance with the Court of Cassation Act, the Court of Appeal in the constituency to which the tribunal belongs. + Article 28 Inspectors of the Ministry of Industry and Commerce, secretaries of Chambers of commerce and industry, police inspectors, chief constituencies of constituencies in urban communes and chief constables of post in rural communes, administrators and inspectors Financial Ministry of Finance will have to denounce emergency to the judge of the trade register any offence to this law. + Article 29 They will be sentenced with civil fine up to 50,000 lei those who are obliged to make any registration or mention in the commercial register will not be asked for it in the legal term, this apart from the damages that could result from omission. The fine is given by the section of the tribunal to which the judge-delegate belongs, after his request and following his and the interested parties ' hearing. The Tribunal will order that the registration or entry omitted be carried out within 15 days, after the passage of which it can pronounce a new fine in the absence of performance. + Article 30 Any inaccurate indication given in bad faith, on the basis of which any registration or mention was made in the commercial register, is punishable by fine up to 100,000 lei and imprisonment up to three months, or only with one of these penalties. The decision stating the conviction will order that the registration or the inaccurate mention be rectified within the period to be fixed for this purpose. + Article 31 Any fine, handed down under this law, is due to the Chamber of Commerce and Industry. + Article 32 Those convicted under the above articles, will be deprived of a 3-year term of voting rights and eligibility for Chambers of Commerce and Industry. + Article 33 A regulation will determine the functioning of the trade and central registry office. + Article 34 Traders and companies, which exercise a trade at the time of the promulgation of the present law, are obliged to register their company and make all the mentions provided by this law, without paying any more taxes to the state, stating in the same the time and date of establishment. For this purpose they are granted a period of 6 months from the publication of this law in the Official Gazette, after the expiry of which in case of non-compliance the assigned sanctions will be applied for traders and companies that have not made Prescribed registrations. + Article 35 All taxes provided by the stamp law remain in force. Chambers of commerce and industry with the approval of the Ministry of Industry, will charge registration fees. + Article 36 The provisions of this law are an integral part of the trade code, all the provisions of the contrary are repealed. This law was voted by the Assembly of Deputies at the meeting of April 1, 1931 and was adopted by a majority of one hundred and twenty votes, against two. Vice-president, V. TONCESCU ((L. S. A. D.) Secretary, Nicolae S. Rusanescu This law was voted in the Senate at the meeting of April 1, 1931 and was adopted by a majority of settlements and five votes, against one. Vice-president, NICOLAE ROMANESCU ((L. S. S.) Secretary, Stefan Andreescu We promulgate this law and order that it be invested with the seal of the State and published in the Official Gazette. ((L. S. St.) CAROL Minister of Industry and Commerce, Mihail Manoilescu Justice Minister, Dr. Voicu Nitescu ---------------