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Law No. 370 Of 11 June 2002

Original Language Title:  LEGE nr. 370 din 11 iunie 2002

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LEGE no. 370 370 of 11 June 2002 for approval Government Emergency Ordinance no. 76/2001 on the simplification of administrative formalities for the registration and authorisation of traders
ISSUER PARLIAMENT
Published in OFFICIAL MONITOR no. 406 406 of 12 June 2002



The Romanian Parliament adopts this law + Article 1 Approval Government Emergency Ordinance no. 76 76 of 24 May 2001 on the simplification of administrative formalities for the registration and authorization of the officials of traders, published in the Official Gazette of Romania, Part I, no. 283 of 31 May 2001, with the following amendments and additions: 1. Article 1 shall read as follows: "" Art. 1. -(1) A single procedure for the registration and authorization of the operation of traders is hereby established in order to simplify administrative formalities. (2) The registration and authorization of the officials of the traders shall be carried out with the performance of the procedures provided (3) For the purposes of this emergency ordinance, traders are the individuals and family associations that routinely exercise acts of commerce, companies, companies and national companies, autonomous regions and organizations. Co-operative. (4) By authorizing the operation of traders, it is understood to obtain the opinions, authorizations and, as the case may be, the agreements strictly necessary for the start of their activity, except for natural persons, family associations persons who carry out seasonal activities in fairs, markets and shutters, which will be authorized according to the special law. " 2. In Article 2, paragraph 1 shall read as follows: "" Art. 2. -(1) In order to obtain the registration and authorization of the officials of the traders, within the meaning of the present emergency ordinance, within the chambers of commerce and territorial industry, the Single Office is constituted 3. Article 3 shall read as follows: "" Art. 3. -(1) The request for registration or, as the case may be, the authorization of the trader's operation at the Single Office within the chamber of commerce and territorial industry shall be made by the associate, shareholder, administrator, trader or their authorized persons. (2) The applicant will complete the application for registration, provide all the data, documents and documents provided by the regulations in force, pay the fees and charges related to the operations for the registration and authorization of the operation the trader and, if applicable, shall also submit the following documents: a) proof of payment under the conditions of the articles of association; b) the acts that prove the ownership of the contributions in kind to the share capital, and if among them are immovable, the certificate of the ascertaining of the tasks of which they are encumbered; c) the finding documents of the operations concluded on the account of the trader and approved by the associates under the law. ((3) The application for registration together with the documents and documents provided for by the regulations in force shall be submitted by the applicant to the Single Office, directly or by correspondence, on the basis of which the necessary procedures for registration and authorization of the trader. The single office shall be required as soon after receipt of the file submitted by the applicant, which includes the application for registration and the other documents and documents provided for by the regulations in force, to proceed to the final registration thereof the register opened for that purpose and to the transmission of each public authority involved in the procedure for the registration and authorisation of the trader's operation. (. Within a maximum of 20 days from the registration of the file received from the applicant, the certificate of registration of the trader shall be issued, comprising both the unique registration code and the Annex with opinions, authorizations and, where applicable, agreements necessary for officials, hereinafter referred to as authorizations, or for the reasoned applicant, in writing, according to art. 6 6 para. ((3) lit. c). (5) In the Annex to the registration certificate, the following authorizations required for the operation of the trader shall be entered in separate headings: a) the opinion and, as the case may be, the authorization to prevent and extinguish the fires (P.S.I.), issued by the military brigades and fire groups of the Ministry of Interior; b) the health authorization, issued by the territorial public health directorates or by the ministries with their own public health network; c) the veterinary health authorization issued by the territorial veterinary health departments or, where appropriate, by the central veterinary authority; d) the agreement and/or environmental authorization, issued by the territorial environmental protection inspectorates; e) the authorization to operate in terms of labor protection, issued by the territorial labor inspectorates. ((6) Within 15 days of obtaining the administrative authorization from the local public administration authority, traders, individuals and family associations, shall be required to apply for registration in the commercial register, through the Single Office, which within 7 days of the registration of the application will issue the registration certificate containing the unique registration code. Failure to comply with the 15-day period attracts the nullity of administrative authorization (. The issuance of the registration certificate and the Annex shall entitle the trader to start his business. The release of the Annex shall be made within the time limit ((4), except for the cases provided by the legal regulations on drinking water and bathing water in natural areas set up for this purpose. (8) Obtaining the authorizations provided in par. (5) it is not necessary if in the space intended for the registered office or secondary the activities that are the object of activity of the trader do not take place, according to those provided in the constitutive act, respectively modifier, situation in which it will make in this regard a self-declaration to the Single Office. In this case the representatives in the Single Office of the public authorities referred to in paragraph (5) will complete the Annex to the registration certificate with the words "Not necessary at this stage", without charging any fee, the trader being obliged to obtain the necessary permits before the start of any of the activities provided for in the constituent and modifier. (9) If one of the secondary offices or some of the activities listed in the trader's activity, which were to be carried out in the registered office or in the secondary premises, cannot be authorised at the time of the request the registration and authorization of the operation of the trader, the certificate of registration shall be issued on a compulsory basis with the reference in its Annex to the activities authorised at this stage. The trader constituted under these conditions may carry out only the activities for which he was authorized, following that the other activities covered by his activity are carried out only after obtaining the necessary authorizations through the Bureau unique, under the conditions of this emergency ordinance. (10) For the registered office and each secondary establishment, an annex to the registration certificate will be issued, which will also include the CAEN codes of all activities authorized to take place in them. (11) For each secondary office where the trader is to carry out activities already authorized, he shall be released without charge and on the basis of the declaration on his own responsibility with regard to the fulfilment of the conditions laid down by the regulations in force, an annex to the registration certificate. ((12) The activities carried out at the address of the registered office and at each secondary establishment shall not be subject to registration by particulars of other secondary offices. If, after the registration and authorization of the operation, at the registered or secondary office is intended to start new activities, the trader will ask the Single Office for the issuance of new annexes containing the authorizations necessary. (13) The model and content of the application for registration type provided in par. (2) and of the registration certificate, including the annex thereto, shall be determined by Government decision, within 30 days from the date of entry into force of this emergency ordinance, at the proposal of the Chamber of Commerce and Industry of Romania and Bucharest Municipality, with the opinion of the Ministry of Public Finance and the public institutions involved. " 4. Article 4 shall read as follows: "" Art. 4. -(1) The assistance activities granted to applicants, at the request and at their expense, may also be carried out within the chambers of commerce and territorial industry, only in separate structures from the Single Office, before the application for registration and authorization. The assistance services provided by the chambers of commerce and territorial industry, the concrete conditions, tariffs and charges related to them are established by Government decision, initiated by the Ministry for Small and Medium Enterprises and Cooperation, at the proposal of the Chamber of Commerce and Industry of Romania and Bucharest Municipality. (2) The assistance activities will necessarily include the following services provided at the request of the applicant: a) obtaining the company's reservation and, as the case may be, the merchant's logo b) the drafting of the constituent acts and their modifying acts, the giving of the definite date or, as the case may be, obtaining their authentication; c) making, on behalf of the applicant, the payment of the cash contribution to the share capital; d) the drafting of declarations on the own responsibility of the founders, administrators, employees of branches and censors that they meet the conditions provided by law and the giving of the definite date on the declaration; e) obtaining the evaluation by expertise of the goods subscribed as an contribution in kind to the share capital and obtaining, as the case may be, for the immovable -proof of intabulation; -the ascertaining certificate of the tasks with which the good may be encumbered; f) guidance for the correct completion of the application for registration and authorization of the trader; g) guidance for the preparation of technical documentation in order to obtain the operating permits. (. The Single Office shall be required to carry out the following operations: a) receipt, verification, registration of applications for registration and supporting documents; b) the support of the application for registration of the trader before the judge; c) obtaining the trader's registration in the commercial register; d) obtaining approvals, authorizations and, as the case may be, the operating agreements through the delegated representatives of the public authorities; e) the release to the trader of the registration certificate and the annex thereto and, where applicable, the other documents, according to the regulations in force; f) communication, in writing, to the applicant, of the reasoned response in case of non-issuance of an authorization or refusal of registration in the commercial register; g) collection of fees and charges applied by public institutions involved in the procedure of registration and authorization of the officials of the traders. (4) The constituent act is not subject to the obligation of conclusion in authentic form, and may have the form of a document under private signature, except in the following situations: a) when among the goods subscribed as contribution in kind to the share capital there is a land; b) when the legal form of the company involves the unlimited liability of the associates or some of them, for social obligations; c) when the company is constituted by public subscription. " 5. Article 6 shall read as follows: "" Art. 6. -(1) The public authorities referred to in art. 3 3 para. ((5) will delegate to the Single Office, depending on the volume of the activity, based on the written request of the Chamber of Commerce and Territorial Industry, one or more representatives with the right of signature, who will collaborate with the authorities they represent. (2) The authorizations provided in art. 3 3 para. ((5) lit. a)-e) shall be issued by the competent public authorities, by their representatives to the Single Office, and shall be entered in the corresponding entry in the Annex to the registration certificate, identifying, mainly, by number and date, signature the delegated representative and the stamp of the public authority. These authorizations shall be issued, within the period provided for in art. 3 3 para. ((4) and without issuing other authorization forms, outside the annex, except in cases strictly provided by the regulations harmonized with the Community legislation and contained in the Government's decision referred to in art. 8. ((3) In order to issue the necessary authorisations for the functioning of the traders, the competent public authorities shall assess the registered office and the secondary premises declared by the trader by application and in which at least one of the the activities provided for in the constitutive and amending act. Public authorities provided for in art. 3 3 para. (5) transmit to their representatives in the Single Office, within a maximum of 15 days from the date of registration of the file submitted by the applicant to the Single Office, a reference to be mentioned, for the registered office or for each secondary establishment and, after case, for activities declared to be carried out at each of them, one of the following situations: a) the trader is not required to have such authorization, in which case the representatives of the delegates will record this fact in the corresponding position in the annex to the registration certificate; for this situation no fees and charges are levied; b) the trader meets the conditions for issuing the documents mentioned in art. 3 3 para. ((5), in which case the delegated representatives shall complete the Annex to the registration certificate in accordance with the provisions of par. ((2); c) the trader does not meet the conditions for issuing the authorisations referred to in 3 3 para. (5), in which case the non-conformities found and the normative acts whose provisions are not fulfilled will be mentioned, the Single Office having the obligation to communicate these findings to the applicant. (4) The procedure provided in par. (3) applies only to the specific objectives and areas of activity, established by Government decision. For all other situations, the applicants ' self-declarations are sufficient that they meet the operating conditions provided by law. (5) In the process of authorization of the officials of the traders, the representatives of the delegates to the Single Office of the competent public authorities will verify the authorization file according to the normative acts 8 8 and will provide the applicant with the specific forms necessary for obtaining permits. (6) In cases where the activities provided for in the constitutive act, respectively modifier, of the trader, are not carried out at the registered office, the activities provided for in art. 3 3 para. ((8). ' 6. Article 7 shall read as follows: "" Art. 7. --(1) In the event of non-issue of one or more authorizations the trader may request the resumption of the procedure for obtaining it, within 90 days from the date of rejection, with proof of payment again of those fees or charges for which the evaluation references contain negative conclusions. (2) Failure to comply with the 90-day period from the date of receipt of the communication on the findings provided in 6 6 para. ((3) lit. c) attract the cancellation of the registration certificate and the ex officio deregistration of the trader in the commercial register, on the basis of the The applicant will no longer be able to set up another legal person for profit than with the resumption of the entire procedure for the establishment and authorization of officials. ((3) In case of modification of the constituent acts involving the obtaining of permits, non-compliance with the term provided ((2) attract the automatic deletion of the respective mention from the trade register, based on the conclusion of the delegated judge, to the complaint of the chamber of commerce and territorial industry. The single office shall communicate to the Office of the Trade Register the cases of non-compliance with that deadline. " 7. Article 7 (1) shall be inserted after Article 7: "" Art. 7 7 ^ 1. --(1) In case of failure to fulfil the conditions for which they have been issued, the competent public authorities may order the cancellation of one or more authorisations, which shall be entered in the Annex to the certificate of registration in which the seat or the activity to which the measure was taken to cancel the authorisation. (2) The authorization of the authorization by the competent public authorities shall be carried out on the basis of a minutes drawn up by them, with a thorough reasoning regarding the non-conformities found and the normative acts whose provisions have been violated. A copy of the minutes shall be forwarded to the trader and a copy thereof to the Single Office. (3) The trader has the obligation to resume, through the Single Office, the procedures for obtaining permits that have been cancelled, after the removal of the situations that imposed the measure of cancellation, with the payment of the related taxes and tariffs. ((. The reauthorization of officials shall be mentioned in the corresponding entries in the Annex to the registration certificate, by the public authorities referred to in art. 3 3 para. ((5). ' 8. Article 8 shall read as follows: "" Art. 8. -The procedures, the necessary documents and the formulary type for the authorization of the operation of the traders, the period of validity and the manner of renewal of the authorizations, as well as the amount of the taxes of the Government, at the proposal of the ministries under which the public authorities referred to in art. 3 3 para. (5), with the opinion of the Ministry for Small and Medium Enterprises and Cooperation and the Ministry of Public Finance, within 30 days from the date of entry into force of this emergency ordinance. " 9. Article 9 shall read as follows: "" Art. 9. -Chambers of commerce and territorial industry and public authorities referred to in art. 3 3 para. (5) will provide the necessary conditions for the organization and management of data on the authorization activity of the traders ' officials. The archiving of the documentation that was the basis for the issuance of authorizations is made by the public authorities provided in art. 3 3 para. ((5). ' 10. In Article 10, paragraph 1 shall read as follows: "" Art. 10. -(1) With the registration, an extract in the simplified form of the conclusion of the delegated judge shall be communicated ex officio to the general directorate of territorial public finances, as well as to the Autonomous Regia "Monitorul Oficial", for publication, on Trader's expense The extract in the simplified form of the conclusion, targeted by the delegated judge, will include at least the following elements: the number and the date of conclusion, the identification data of traders, founders, administrators, name, headquarters, form the legal, business and social capital, the duration of the operation, the unique registration code and the number of orders in the trade register. The extract in the simplified form of the conclusion of the delegated judge may also be transmitted in electronic form. " 11. In Article 11, paragraph 1 shall read as follows: "" Art. 11. -(1) Unmotivated refusal or delay of issuance of documents requested in accordance with the provisions of art. 3 3 para. ((4), (6) and (9), art. 5 5 para. ((2) and art. 6 6 para. (2) and (3) constitute contraventions and are sanctioned with a fine from 10,000,000 lei to 50,000,000 lei. " 12. Article 12 shall read as follows: "" Art. 12. -Contraventions provided for in art. 11 the provisions of Government Ordinance no. 2/2001 on the legal regime of contraventions, with subsequent amendments and completions. " 13. Article 14 shall read as follows: "" Art. 14. -(1) By derogation from the provisions of art. 28 28 para. 2 lit. c) of Law of public notaries and notarial activity no. 36/1995 , with subsequent amendments and completions, the amounts of fees and fees for authentication or the giving of the date of incorporation of articles of incorporation and self-declarations of founders, administrators and censors regarding the fulfilment of the conditions stipulated by the law, as well as those for their modification, are established in the fixed amount by Government decision, initiated by the Ministry of Justice on the basis of the proposals of the National Union of Public Notaries Ministry of Public Finance, within 30 days from the date of entry into force of the this emergency ordinance. (2) For the activity of the register and for the operations carried out by the Single Office the amounts of fees and charges charged shall be established by Government decision, initiated by the Ministry of Public Finance on the basis of the proposals of the Industry of Romania and Bucharest Municipality, within 30 days from the date of entry into force of this emergency ordinance. (3) The fees charged for the publication in the Official Gazette of Romania, Part IV, of the acts provided for in art. 10 and 13 shall be established by Government decision, initiated by the Ministry of Public Finance on the basis of the proposals of the Autonomous Regia "Monitorul Oficial", within 30 days from the date of entry into force of this emergency ordinance. (4) The fees and charges applied by the public authorities involved in the procedure for registration and authorization of the officials of the traders shall be paid at the cashier of the Single Office within the chambers of commerce and territorial industry, which shall perform transfers to the state treasury, in the accounts of the respective institutions, within the deadlines set by the legal regulations in force on public finances. (5) The amounts of the taxes, tariffs and fees provided in par. (1)-(3) shall be indexed annually, depending on the rate of inflation, by Government decision. " 14. In Article 15, paragraph 1 shall read as follows: "" Art. 15. --(1) Within 30 days from the date of entry into force of this emergency ordinance the public authorities empowered to issue opinions, authorizations and, as the case may be, agreements necessary for the operation of traders, other than those provided for to art. 3 3 para. ((5) lit. a)-e), will submit for adoption to the Government proposals to amend the entire approval/authorization legislation in order to reduce the number and simplification of procedures, to reduce the amounts of taxes and related tariffs, as well as to avoiding conflicts of provisions between the legislation in force and the normative act issued in accordance with art. 8 8. " 15. Article 16 shall read as follows: "" Art. 16. -(1) Within 18 months traders constituted prior to the date of entry into force of this emergency ordinance are required to request to the Single Office the exchange of the current registration certificate and registration certificate tax with the new registration certificate containing the unique assigned registration code. ((. The procedure laid down by this Emergency Ordinance for the issuance of the new registration certificate and the Annex containing authorisations for registered office and for each secondary establishment shall apply accordingly to prechanges. provided in par. ((1). (3) Esalonation of requests for exchange, according to those provided in par. (1), shall be made by each chamber of commerce and territorial industry, according to the number of registered traders from 1990 until 1 July 2001. (4) It is exempted from the appointment provided in par. (3) all traders who present themselves to the trade and territorial industry chamber for registry operations and who have the obligation for the required operation to also request the exchange of old registration and registration certificates tax. (5) For traders operating in more than 5 secondary offices, as well as for those with more than 5 activities requiring authorization the term provided in art. 3 3 para. (4) may be extended, in order to assess all objectives and activities requiring authorisations, by a maximum of 30 days. (6) The Chamber of Commerce and Industry of Romania and the Municipality of Bucharest and the Ministry of Public Finance will establish the necessary procedure and formulary for the exchange operation provided in par. ((1). (7) In the context of the procedure for the exchange of the annexes containing permits for the operation of secondary offices in other counties, with the exception of secondary offices with branch status, shall be issued only after obtaining the registration certificate and the the annex for registered office. (8) Expenses related to the application of para. ((1) shall be borne: a) by the Chamber of Commerce and Territorial Industry, for the cost of the registration certificates and the annexes thereto and for the management, editing and communication services with the Ministry of Public Finance; b) by the Ministry of Public Finance and its territorial units, for the assignment of the new unique registration code; c) by the applicant, for obtaining the authorizations they do not possess or which are expired at the date of the request for exchange. (9) Until the expiry of the term provided in par. (1) the traders existing on the date of entry into force of this emergency ordinance will be identified by the use of the current registration number in the trade register and the tax code. (10) After the expiry of the period provided for in (1) the registration and tax registration certificates shall be cancelled. Natural persons and family associations shall be automatically removed on the basis of the conclusion of the delegated judge. Legal persons traders dissolve by law and go into liquidation according to the legal regulations in the matter. The finding of the dissolution of law of legal entities is made by the conclusion of the judge delegated to the trade register office, to the complaint of the chambers of commerce and territorial industry and, as the case may be, of any interested persons. The legal advertising of the deregistration of natural persons traders and family associations and the finding of dissolution of law shall be made by displaying at the office of the trade register the conclusion of the delegated judge, as well as through the Internet. The conclusion of the delegated judge shall be communicated to the county public finance directorates, respectively of the city of Bucharest, as the case may be, in whose territorial area the trader (11) The conclusion of the finding of the dissolution of law is subject only to the appeal, within 15 days from the display at the trade register office. If no appeal has been declared or the appeal has been rejected, the trader shall enter into liquidation. The liquidation shall be made within a maximum of 6 months from the date on which the conclusion has become irrevocable. After the end of the liquidation procedure the traders provided in par. ((1) shall be removed ex officio from the commercial register. The legal advertising of the trader's deregistration is made by display at the premises of the Chamber of Commerce and Territorial Industry and the Internet (12) If at the time of the request of the exchange the traders hold authorizations whose term of validity has not expired, the exchange is made on the basis of a self-declaration, according to which the conditions of operation that formed the basis of its issuance. Representatives of the delegates to the Single Office shall complete the appropriate position in the Annex to the registration certificate, without the need to resume the authorisation process and without paying the fees and charges related to those authorisations. ((13) Preschange is also made in a situation where the trader does not have the consent and/or environmental authorization provided for in art. 3 3 para. ((5) lit. d), however, it proves or declares on its own responsibility that it has asked the territorial inspectorate for the protection of the competent environment to trigger the procedure for issuing that authorization or that the procedure for issuing the authorization is pending running. " 16. Article 17 shall read as follows: "" Art. 17. -(1) Provisions of art. 5 5 para. ((5) and the art. 56 lit. a) of Law no. 31/1990 on companies, republished, with subsequent amendments and completions, shall be amended accordingly to the provisions of art. 4 4 para. ((4). (2) Within the meaning of the present emergency ordinance, the term registration signifies: registration and registration of mentions provided by Law no. 26/1990 on the trade register, republished, with subsequent amendments and completions, and Law no. 31/1990 , republished, with subsequent amendments and completions, tax registration, as well as the recording of traders at work directions and social solidarity, county pension houses, health insurance companies and agencies for employment. ((3) By way of derogation from the provisions relating to registration in the trade register of Law no. 109/1996 on the organisation and functioning of the consumer cooperation and credit cooperation, as amended, the cooperative organisations register in the trade register pursuant to the conclusion of the delegated judge, delivered on the basis of the act of authenticated establishment and of the statute, drawn up in accordance with the legal provisions governing the activity of the cooperative organizations. The conclusion of the delegated judge follows the regime provided in 10 10. " 17. In Article 18 (2), the letter d) shall read as follows: " d) any other provisions to the contrary, including those relating to the procedures, necessary documents and formulary type for the authorization of traders by the public authorities provided for in art. 3 3 para. ((5) lit. a)-e), in order to carry out activities included in the Classification of National Economy Activities. " + Article 2 Government Emergency Ordinance no. 76/2001 , with the amendments and completions brought by this law, will be republished in the Official Gazette of Romania, Part I, giving the texts a new numbering. This law was adopted by the Chamber of Deputies at the meeting of May 21, 2002, in compliance with the provisions of 74 74 para. (2) of the Romanian Constitution. CHAMBER OF DEPUTIES PRESIDENT VALER DORNEANU This law was adopted by the Senate at its meeting of 23 May 2002, in compliance with the provisions of art. 74 74 para. (2) of the Romanian Constitution. p. SENATE PRESIDENT, DORU IOAN TARACILA --------