Law No. 12 Of 8 January 1998 On Modification And Completion Of The Law Nr. 26/1990 On The Commercial Register

Original Language Title:  LEGE nr. 12 din 8 ianuarie 1998 pentru modificarea şi completarea Legii nr. 26/1990 privind Registrul comerţului

Read the untranslated law here: https://www.global-regulation.com/law/romania/3071176/-lege-nr.-12-din-8-ianuarie-1998-pentru-modificarea-i-completarea-legii-nr.-26-1990-privind-registrul-comerului.html

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Law No. 12 of 8 January 1998 on modification and completion of the law nr. 26/1990 on the register of Commerce published in PARLIAMENT ISSUING the OFFICIAL GAZETTE nr. 15 of 19 January 1998, the Romanian Parliament adopts this law.


Article 1, law No. 26/1990 on the commercial register, published in the Official Gazette of Romania, part I, no. 121 of 7 November 1990, changed and completed as follows: 1. Article 2 shall read as follows: "the trade registry office shall issue, at the expense of the person who made the request, certified copies of records made in the register and presented papers and certificates of certification as a specific act or fact is or is not registered."
2. In article 4, paragraph 2 shall be inserted after paragraph 3, with the following content: "the acts referred to in the preceding paragraph may be applied for and issued and correspondence."
3. Article 6 shall read as follows: Art. 6.-commercial register entries shall be made on the basis of a conclusion of the judge or delegate, as appropriate, a final court ruling, except in cases where the law provides otherwise. "
4. In article 8, paragraphs 2 and 3 shall read as follows: "the judge delegate will control the operations of the trade register at least once a month.
The control performed by the judge exonerates of responsibility not delegate staff of the Office who heads the trade register and execute transactions for compliance with the law on data. "
5. In article 8, paragraph 3 shall be inserted after paragraph 4 reads: "the work of the registry, the secretariat and the archive of the delegated judge ensure the trade register Office."
6. In article 11, paragraphs 2 and 3 shall read as follows: "in fees, a rate of 8% is appropriate national trade register Office, shall be levied by the trade register Office, which register shall be transferred on a monthly basis, and the national trade register Office. Furthermore, a share of 2% of the fees for registrations that take place on the basis of the discharges will be delegates, judges paid on monthly basis by each Chamber of Commerce and industry, the Ministry of Justice.
Fees, except those due to national trade register Office and the Justice Ministry, came to the Chambers of Commerce and industry which is holding office. "
7. In article 11, paragraph 3 shall be inserted after paragraph 4 with the following content: "the failure of the quota referred to in paragraph 1. 2, until the last day of the month following receipt of the payment of a penalty, from 0.15% per day of delay. "
8. Article 12 paragraph 1 shall read as follows: "the commercial register is a register for the registration of traders, individuals, and another for registration of traders, legal persons. For each year it opens a workbook. These records shall be kept in the computerised system. "
9. In article 12, paragraph 4 becomes paragraph 2.
10. In article 12, paragraph 2, renumbered 3, with the following content: "the Office will keep the folders on each merchant with paperwork filed. Entries made in the register will be highlighted and in file trader. "
11. In article 12, paragraph 5 becomes paragraph 4 reads: "the way of keeping records, as well as making records is established per unit, for all the offices, through standards issued by the Chamber of Commerce and industry of Romania, together with the Ministry of Justice, within 90 days following its publication in the Official Gazette of the present law."
12. Article 13 paragraph 1 shall read as follows: "Registration of a trader, the individual, in the commercial register, will include: a) the surname and forename, domicile, nationality, date and place of birth, marital status, wealth and how to measure it and previous trade activity;
  

b commercial and company headquarters);
  

c) trade, stating the scope and main activity, as provided for in the authorization for the exercise of their trade.
  

d) number, date and issuing body of the authorization for the exercise of trade. "
  

13. Article 14 shall read as follows: Art. 14.-registration of a company in the commercial register shall include the particulars referred to in the conclusion of the judge delegate. "
14. Article 17 shall read as follows: Art. 17.-registration of an autonomous national companies, Kings or corporations in the commercial register will include: a) the Act of incorporation, name, Head Office and, where applicable, its emblem;
  

b) activity, with an indication of the scope and main activity;
  

c) which can enter units in contractual relations with third parties, persons authorized to represent them and the limits of the powers granted;
  

d) first name and surname, place and date of birth, domicile and nationality of persons authorized to represent them as well as the limits of the powers conferred on it. "
  

15. Article 18 shall read as follows: Art. 18.-Cooperative Organizations shall be registered in the commercial register, in compliance with regulations cooperatia consumer cooperatia, handicraft and cooperatia. "
16. Article 20 shall read as follows: Art. 20. the registration application in the commercial register is made, if the law does not stipulate otherwise, within 15 days: a) for traders, individuals, from the date of authorization;
  

b) for undertakings, the date of authentication of incorporation;
  

c) for 1900, national companies, corporations and cooperative organizations, from the date of the instrument of incorporation. "
  

17. are inserted after article 20 article 20 ^ 1 ^ 3-20, with the following content: "Art. 20 ^ 1. -Application for registration of a trader, the individual will be made personally or by assignee, with special power of attorney.
To prove the specimen signature, the merchant will sign at the trade register Office in the presence of judge or delegate of the driver or the Office due to its, which will certify your signature.
In the absence of the trader, the signature may be replaced by submitting a specimen legalized by the notary public.
Art. 20. ^ 2. -Application for registration in the commercial register of a company will be signed at least by an administrator or, if appropriate, his representative or, under the law, any associated, and for 1900 or cooperative organizations, by the persons who are empowered, according to law to represent them.
Proof of signature specimen of the directors and, where appropriate, representatives of companies and persons empowered under the law to represent autonomous administrations or cooperative organizations is made in compliance with the provisions of art. 20 ^ 1 (1). 2 and 3.
Art. 20 ^ 3. -Application for registration will be accompanied by the requisite supporting documents.
Any registration will mention the number and date of the conclusion of the judge delegate. "
18. In article 21 the letter f) shall read as follows: "f) commencement of reorganization or bankruptcy, as appropriate, as well as the inclusion of particulars;"
19. Article 23 shall read as follows: Art. 23.-Dealer that has branches need to wax their registration at the trade Registry Office at the headquarters of each branch.
In the application, in addition to the particulars provided for in this Act for the registration of the trader, it will look like and the Office where he entered the company's headquarters.
Trade register Office at the headquarters of the branch will forward the trade register Office at the headquarters of an excerpt from the entry, to be mentioned in the register in question. "
20. In article 24, paragraph 2 shall be inserted after paragraph 3, with the following content: "If a foreign-based company set up more branches in the country, constituent documents and other documents of the same company may be required for the registration of a branch, are submitted only to one of the branches."
21. Article 25 (3) shall read as follows: "the conclusion may be appealed only with recourse to the Court, within 15 days from the date of pronouncement."
22. According to article 25 shall be inserted articles 25 ^ 1 ^ 3-25, with the following content: "Art. 25 ^ 1. -The date of registration in the commercial register shall be the date on which the registration was actually operated in this workbook.
Registration in the commercial register shall be made within 24 hours from the date of the conclusion of the judge-delegate, and if a company is registered, within 24 hours from the date on which the conclusion of the judge delegate has become irrevocable.
Art. 25 ^ 2. -Chambers of Commerce and industry have legitimate trial and can occur in any lawsuit concerning records in the commercial register, the interest being taken and the General requirements of commercial activity.
The demands placed by the Chambers of Commerce and industry, under this Act, are not subject to stamp duty and any stamps.
Art. 25 ^ 3. -The application for registration in the commercial register and in any other requests that are addressed to this register shall indicate the name and address of the person you want to communicate the decisions of the judge delegate or other documents and notices. "
23. Article 26(2) shall read as follows: Art. 26.-Dealer is obliged to mention on invoices, letters, offers, orders, prices, prospectuses and other documents used in trade registration number in the trade register and the year of registration. "

24. In article 27, paragraph 2 shall read as follows: "the emblem is the sign or name that distinguishes a merchant from another of the same kind."
25. Article 27 shall be completed with a final paragraph, which shall read as follows: "the exclusive right of use on the company's logo and is acquired through their inclusion in the register of Commerce."
26. Article 33 shall read as follows: Art. 33.-a limited liability company shall consist of a name of its own, to which you can add the name of one or more partners, and will be accompanied by the words written entirely lt; lt; limited liability company gt; GT; or lt; gt; lt; S.R.L. gt;. "
27. Article 34 shall read as follows: Art. 34.-the company branch Romania from foreign society will have to encompass the main headquarters and from abroad. "
28. Article 36 shall read as follows: Art. 36.-the trade registry office will refuse the inclusion of a firm which introduces elements of distinction, may cause confusion with other businesses.
Checking the availability of your company's logo and is made by the trade register Office, before drawing up the instruments of incorporation or, as the case may be, of the firm and/or emblem. "
29. Article 38 shall read as follows: Art. 38.-Dobanditorul with any title of a trade will be able to continue operations under the previous company, which includes the name of a natural person, a trader or an associate, with the consent of the previous owner or his successors in title and with the obligation to mention the quality of that firm's successor.
Keeping the previous firm stock society is permissible in limited partnership or joint-stock company with limited liability, without the requirement of mentionarii estate.
Where company a limited liability company shall include the name of one or more Associates, paragraph 1. 1 remain applicable. "
30. In article 41, after paragraph 2, to be entered in paragraphs 3 and 4, with the following content: "the fine provided for in paragraph 1. 1 apply also to persons guilty of the failure, according to art. 11, share the fees due to the Office of the trade register and the Ministry of Justice or to communicate the data referred to in article 1. 9 para. 3. The fine provided for in paragraph 1. 2 also applies to representatives of commercial companies as amended according to the provisions of that paragraph. "
31. Article 42 shall read as follows: Art. 42.-traders who do not comply with the obligations laid down in article 21. 26 will be punished through the judicial, civil fines provided for in art. 41 para. 1, and in case of repeated failure, by a fine under article 9. 41 para. 2. ' 32. Article 48 shall read as follows: Art. 48.-Chamber of Commerce and industry of Romania and the Chambers of Commerce and industry will ensure the necessary conditions for territorial officials unitary computer system of Commerce. "
33. According to article 48 article 48 is inserted: ^ 1 with the following content: "Art. 48 ^ 1. -Trade Registry Office of the municipality of Bucharest becomes the trade Registry Office of the municipality of Bucharest and Ilfov County. "
34. Article 12 (3), and articles 15, 16, 49 and 50 shall be repealed.


Article 2 the amount of the fines referred to in article 1. 41 and 45 shall be increased as follows: a) a fine under article 9. 41 para. 1 will be from 50,000 lei-500,000 lei;
  

b) fine provided for in article. 41 para. 2 will be from 100,000 lei-lei 1,000,000;
  

c) fine provided for in article. 45 para. 1 will be from 1,000,000 5,000,000 lei lei.
  


Article 3 the present law shall enter into force 30 days after its publication in the Official Gazette of Romania.


Article 4, law No. 26/1990 on the commercial register, published in the Official Gazette of Romania, part I, no. 121 of 7 November 1990, as amended by this law, shall the Republic Official Gazette of Romania, giving it a new texts.
This law was adopted by the Senate at its meeting on 8 December 1997, in compliance with the provisions of art. 74 para. (1) of the Constitution of Romania.
SENATE PRESIDENT PETRE ROMAN this law was adopted by the Chamber of deputies at its meeting on 8 December 1997, in compliance with the provisions of art. 74 para. (1) of the Constitution of Romania.
p. CHAMBER of DEPUTIES PRESIDENT ANDREW JOHN CHILIMAN — — — — — — — — — — — —