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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

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LEGE no. 12 12 of 8 January 1998 to amend and supplement Law no. 26/1990 on Trade Register
ISSUER PARLIAMENT
Published in OFFICIAL MONITOR no. 15 15 of 19 January 1998



The Romanian Parliament adopts this law + Article 1 Law no. 26/1990 on the Trade Register, published in the Official Gazette of Romania, Part I, no. 121 of 7 November 1990, shall be amended and supplemented as follows: 1. Article 4 (2) shall read as follows: " The Trade Register Office is obliged to release, at the expense of the person who made the request, certified copies of the records made in the register and from the documents presented, as well as the certifying certificates as a certain act or fact is or is not registered. " 2. in Article 4, after paragraph 2, paragraph 3 is inserted, with the following contents: "The acts referred to in the preceding paragraph may also be required by correspondence." 3. Article 6 shall read as follows: "" Art. 6. -Records in the Trade Register shall be made on the basis of a conclusion of the delegated judge or, as the case may be, a final court decision, apart from the cases in which the law provides otherwise. " 4. In Article 8, paragraphs 2 and 3 shall read as follows: " The delegated judge will control the operations of the Trade Register at least once a month. The control carried out by the delegated judge shall not exempt from liability the staff of the official who leads and executes the operations of the Trade Register for compliance with the law of the 5. in Article 8, after paragraph 3, paragraph 4 is inserted, with the following contents: "The Registry, secretariat and archive work of the delegated judge shall be provided by the staff of the Trade Register Office." 6. In Article 11, paragraphs 2 and 3 shall read as follows: " From the fees charged, an 8% share is due to the National Trade Register Office, it is collected through the Trade Register Office, which carries out the registration, and turns monthly to the National Trade Register Office. Also, a share of 2% of the fees charged for the records that are made, based on the conclusion of the delegated judges, will be transferred monthly, by each chamber of commerce and territorial industry, to the Ministry of Justice. The fees, except those due to the National Trade Register Office and the Ministry of Justice, are made to the budget of the chambers of commerce and industry in addition to which the office is organized. " 7. in Article 11, after paragraph 3, paragraph 4 is inserted, with the following contents: " Innocence of the quotas provided in par. 2, until the last day of the month following the collection, it attracts the payment of a penalty of 0.15% for each day of delay. " 8. Article 12 (1) shall read as follows: " The trade register is made up of a register for the registration of traders, individuals, and another for the registration of traders, legal entities. A register is opened for each year. These registers shall be kept in computerised system. ' 9. In Article 12, paragraph 4 shall become paragraph 2. 10. In Article 12, paragraph 2 shall become paragraph 3, with the following contents: " The office will keep files, on each trader, with the documents submitted. The records made in the register will also be highlighted in the trader's file. " 11. In Article 12, paragraph 5 shall become paragraph 4, with the following contents: " The manner of young registers, as well as the making of records shall be established unitary, for all offices, by norms issued by the Chamber of Commerce and Industry of Romania, together with the Ministry of Justice, within 90 days of publication in the Official Gazette of Romania of this Law. " 12. Article 13 (1) shall read as follows: " The registration of a trader, the individual, in the Trade Register, will include: a) the name and surname, domicile, nationality, date and place of birth, marital status, wealth and manner of its assessment and previous commercial activity; b) the commercial company and its premises; c) the object of trade, with the specification of the main domain and activity, as provided for in the authorization for the exercise of trade. d) the number, date and issuing body of the authorization for the exercise of trade. " 13. Article 14 shall read as follows: "" Art. 14. -The registration of a company in the Trade Register shall include the data provided for in the registration of the delegated judge. " 14. Article 17 shall read as follows: "" Art. 17. -The registration of an autonomous kingdom, national companies or national companies in the Trade Register will include: a) the act of establishment, the name, the seat and, where applicable, its emblem; b) the object of activity, with the specification of the main domain and activity; c) the component units that may enter into contractual relations with third parties, the persons empowered to represent them and the limits of the authorized powers; d) the name and surname, place and date of birth, domicile and citizenship of persons empowered to represent them, as well as the limits of the powers conferred. " 15. Article 18 shall read as follows: "" Art. 18. -Cooperative organizations are registered in the Trade Register, in compliance with the regulations on craft cooperation, consumer cooperation and credit cooperation. " 16. Article 20 shall read as follows: "" Art. 20. -The application for registration in the Trade Register shall be made, if the law does not provide otherwise, within 15 days: a) for traders, individuals, from the date of authorization; b) for companies, from the date of authentication of the articles of association; c) for autonomous kings, national companies, national companies and cooperative organizations, from the date of the act of establishment. " 17. After Article 20, Articles 20 ^ 1 to 20 ^ 3 are inserted, with the following contents: "" Art. 20 20 ^ 1. -The application for registration of a trader, natural person, will be made personally or by empowered, with special and authentic power of attorney. In order to prove the specimen of signature, the trader will sign at the Trade Register Office, in the presence of the delegated judge or the head of the office or of his replacement, who will certify the signature. In the absence of the trader, his signature may be replaced by the presentation of a specimen legalised by the notary. Article 20. ^ 2. -The application for registration in the Commercial Register of a company will be signed at least by an administrator or, as the case may be, by his representative, or, under the law, by any associate, and for autonomous kings or organizations cooperatiste, by the persons empowered, according to the laws, to represent them. Proving the specimen of signature of administrators and, as the case may be, representatives of companies as well as persons empowered under the law to represent autonomous royals or cooperative organizations is done with compliance with art. 20 ^ 1 para. 2 2 and 3. Art. 20 ^ 3. -The registration application will be accompanied by supporting documents. Any registration will be mentioned the number and the date of conclusion of the delegated judge. 18. Article 21 letter f) shall read as follows: "f) the opening of the judicial reorganisation or bankruptcy proceedings, as the case may be, and the entry of the corresponding particulars;" 19. Article 23 shall read as follows: "" Art. 23. -The trader who has branches must ask for their registration at the Trade Register Office at the headquarters of each branch. In the request, in addition to the data provided for in this law for the registration of the trader, it will be shown the office where the main office company was registered. The Trade Register Office at the branch office shall transmit to the Trade Register Office at the head office of trade an extract from the registration made, in order to be mentioned in the Register of Trade. " 20. in Article 24, after paragraph 2, paragraph 3 is inserted, with the following contents: "If a company based abroad establishes several branches in the country, the documents of incorporation and other acts of the same company, necessary for the registration of a branch, shall be submitted only to one of the branches." 21. Article 25 (3) shall read as follows: "The conclusion may be appealed only with appeal to the tribunal within 15 days of the date of delivery." 22. After Article 25, Articles 25 ^ 1 to 25 ^ 3 are inserted, with the following contents: "" Art. 25 25 ^ 1. -The date of registration in the Trade Register is the date on which the registration was actually operated in this register. The registration in the Trade Register shall be operated within 24 hours from the date of conclusion of the delegated judge, and in the case of the registration of a company, within 24 hours from the date on which the conclusion of the delegated judge Become irrevocable. Art. 25 ^ 2. -Chambers of commerce and industry have active legal legitimation and can intervene in any process regarding registrations in the Trade Register, the interest being presumed and consisting in compliance with the general requirements of commercial activity. Applications introduced by chambers of commerce and industry, under this law, are not subject to stamp duty nor to judicial timbre. Art. 25 ^ 3. -In the applications for registration in the Trade Register and in any other requests addressed to this register, the person and the address to which the terminations of the delegated judge or other acts and notices will be communicated. " 23. Article 26 shall read as follows: "" Art. 26. -The trader is obliged to mention on invoices, letters, offers, orders, tariffs, prospectuses and any other documents used in trade the 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 trader from another of the same gender." 25. Article 27 shall be completed with a final paragraph, which shall read as follows: "The exclusive right of use on the company and the emblem shall be acquired by their registration in the Trade Register." 26. Article 33 shall read as follows: "" Art. 33. -The firm of a limited liability company shall be composed of a name of its own, to which the name of one or more associates may be added, and shall be accompanied by the words written in its entirety; lt; limited liability company gt; gt; or lt; S. R. L. gt; gt;. ' 27. Article 34 shall read as follows: "" Art. 34. -The company of the Romanian branch of a foreign company will also have to include the mention of the main office abroad. " 28. Article 36 shall read as follows: "" Art. 36. -The Trade Register Office will refuse to register a company that, without introducing elements of distinction, can cause confusion with other registered firms. The verification of the availability of the company and the emblem shall be made by the Trade Register Office, before the establishment of the constituent acts or, as the case may be, the modification of the company and/or 29. Article 38 shall read as follows: "" Art. 38. -The acquirer with any title of a trade fund will be able to continue the activity under the previous firm, which includes the name of a trader, natural person, or an associate, with the express consent of the previous holder or his successors in rights and with the obligation to mention in that company the quality of successor. The preservation of the previous company is allowed to the company on shares, in order on shares or limited liability company, without the requirement to mention the succession report. If the company of a limited liability company includes the name of one or more associates, the provisions of paragraph 1 1 remain applicable. ' 30. In Article 41, after paragraph 2, paragraphs 3 and 4 are inserted, with the following contents: " The fine provided in par. 1 shall also apply to persons guilty of neviration, under the conditions of art. 11, the share of the taxes due to the National Trade Register Office and the Ministry of Justice or the non-communication of the data provided in art. 9 9 para. 3. The fine provided in par. 2 shall also apply to representatives of companies fined, in accordance with that paragraph. ' 31. Article 42 shall read as follows: "" Art. 42. -Traders who do not comply with the obligations provided in art. 26 will be sanctioned, by court decision, with the civil fine provided for in art. 41 41 para. 1, and in case of repetition of omission, with the fine provided in art. 41 41 para. 2 2. " 32. Article 48 shall read as follows: "" Art. 48. -The Chamber of Commerce and Industry of Romania and the chambers of commerce and territorial industry will ensure the necessary conditions for the functioning of the unitary computer system of the Trade Register 33. Article 48 (1) shall be inserted after Article 48, with the following contents: "" Art. 48 48 ^ 1. -The Trade Register Office of Bucharest Municipality becomes the Trade Register Office of Bucharest Municipality and Ilfov County. " 34. Article 12 (3) and Articles 15, 16, 49 and 50 shall be repealed. + Article 2 Amount of fines provided for in art. 41 41 and 45 shall be increased as follows: a) the fine provided in art. 41 41 para. 1 will be from 50,000 lei-500,000 lei; b) the fine provided in art. 41 41 para. 2 will be from 100.000 lei-1.000.000 lei; c) the fine provided in art. 45 45 para. 1 will be from 1,000,000 lei-5,000,000 lei. + Article 3 This law shall enter into force 30 days from the date of its publication in the Official Gazette of Romania. + Article 4 Law no. 26/1990 on the Trade Register, published in the Official Gazette of Romania, Part I, no. 121 of November 7, 1990, with the amendments made by this law, will be republished in the Official Gazette of Romania, giving the texts a new numbering. This law was adopted by the Senate at the meeting of 8 December 1997, in compliance with the provisions of art. 74 74 para. (1) of the Romanian Constitution. SENATE PRESIDENT PETRE ROMAN This law was adopted by the Chamber of Deputies at its meeting on December 8, 1997, in compliance with the provisions of 74 74 para. (1) of the Romanian Constitution. p. CHAMBER OF DEPUTIES PRESIDENT ANDREI IOAN CHILIMAN ------------