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Law No. 359 Of 8 September 2004

Original Language Title:  LEGE nr. 359 din 8 septembrie 2004

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LEGE no. 359 359 of 8 September 2004 (* updated *) on the simplification of formalities when registering in the commercial register of authorised natural persons, individual undertakings, family undertakings and legal persons, their tax registration and authorisation legal entities * **) ((updated on 16 July 2015 *)
ISSUER PARLIAMENT




---------- ***) The title of the law was amended according to para. ((1) art. 41 of EMERGENCY ORDINANCE no. 44 44 of 16 April 2008 , published in MONITORUL OFFICIAL no. 328 of 25 April 2008, by replacing the phrase "authorized natural person and/or family association" with the phrase "authorized natural person, individual enterprise and/or family enterprise". The Romanian Parliament adopts this law + Chapter I General provisions + Article 1 In order to simplify the administrative procedures and to promote the quality of services, the presence of the registration procedure in the commercial register and the tax registration of authorised natural persons, individual undertakings, family and legal entities, as well as the authorization of officials on the basis of self-declarations of legal persons who, according to the law, have the obligation to ask for registration in the commercial register. ----------- Article 1 has been amended in accordance with paragraph 1. ((1) art. 41 of EMERGENCY ORDINANCE no. 44 44 of 16 April 2008 , published in MONITORUL OFFICIAL no. 328 of 25 April 2008, by replacing the phrase "authorized natural person and/or family association" with the phrase "authorized natural person, individual enterprise and/or family enterprise". + Article 2 Companies, companies and national companies, economic interest groups, European economic interest groups, autonomous regions and cooperative organizations, branches established by them, as well as other legal entities register in the commercial register according to certain special normative acts are referred to as applicants. --------- Article 2 has been amended by art. III of EMERGENCY ORDINANCE no. 119 119 of 21 December 2006 , published in MONITORUL OFFICIAL no. 1.036 1.036 of 28 December 2006. + Article 3 (1) The registration of authorized individuals, individual enterprises and family enterprises in the commercial register and their tax registration shall be made on the basis of the resolution of the director of the trade register office on by the court, according to the special law, without the need to pronounce by the delegated judge of the conclusion provided at art. 6 6 para. ((1) of Law no. 26/1990 on the trade register, republished, with subsequent amendments and completions. ------------ Alin. ((1) of art. 3 3 has been amended by art. 43 of EMERGENCY ORDINANCE no. 44 44 of 16 April 2008 , published in MONITORUL OFFICIAL no. 328 328 of 25 April 2008. (2) Registration of legal persons referred to in art. 2, as well as their branches shall be made according to the provisions of Law no. 26/1990 , republished, with subsequent amendments and completions, and the other provisions regarding the registration in the trade register. + Article 4 The authorization of the officials of the applicants shall be carried out with the fulfilment of the procedure provided by this law and by the special normative acts, --------- Article 4 has been amended by section 4. 3 3 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 5 (1) By authorizing the operation, for the purposes of this law, it is understood the applicant's assumption of responsibility regarding the legality of the declared activities. ((2) Activities with significant environmental impact will be authorized in terms of environmental protection by the competent authorities of environmental protection, at their premises. The authorization procedure and the list of activities with significant environmental impact will be established by order of the Minister of Environment and Water Management, within 30 days from the entry into force of this Law. ---------- Article 5 has been amended by section 6.6. 4 4 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Chapter II Registration in the trade register + Article 6 (1) The registration in the commercial register means the registration of authorized individuals, individual enterprises, family enterprises and legal entities referred to in art. 2, the registration of mentions, as well as the registration of other operations that, according to the law, are mentioned in the trade register ----------- Alin. ((1) of art. 6 has been amended according to para. ((1) art. 41 of EMERGENCY ORDINANCE no. 44 44 of 16 April 2008 , published in MONITORUL OFFICIAL no. 328 of 25 April 2008, by replacing the phrase "authorized natural person and/or family association" with the phrase "authorized natural person, individual enterprise and/or family enterprise". ((2) The request for registration in the commercial register shall be made at the sole office of the trade register office of the court by the founders, administrators or their representatives, as well as by any person interested, under the law, by drawing up the registration request. ----------- Alin. ((2) of art. 6 6 has been amended by section 5 5 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. (2 ^ 1) Applications for registration and documents issued in electronic form, having incorporated, attached or logically associated extended electronic signature, can be sent by electronic means, via the online service portal of the The National Trade Register Office, as well as through the Electronic Single Contact Point (PCU) system, in accordance with the provisions Government Emergency Ordinance no. 49/2009 on the freedom of establishment of service providers and the freedom to provide services in Romania, approved with amendments and additions by Law no. 68/2010 . ---------- Alin. (2 ^ 1) of art. 6 6 has been introduced by section 1 1 of art. III of LAW no. 152 152 of 18 June 2015 , published in MONITORUL OFFICIAL no. 519 519 of 13 July 2015. ((3) The records in the commercial register shall be made on the basis of a conclusion of the delegated judge or an irrevocable court decision, unless the law provides otherwise. ((4) Applicants referred to in art. 2 acquire legal personality, according to the law, from the date of registration in the commercial register of the conclusion of the delegated judge, through which the authorization of constitution and registration are ordered, if the law does not have otherwise. --------- Alin. ((4) of art. 6 6 has been amended by section 5 5 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 7 By making the records in the commercial register, the opposability of the recorded acts against third parties shall be ensured, except in cases where the law provides for the cumulative condition of their publication in the Official Gazette of Romania, Part IV. + Article 8 (1) On registration/registration, applicants shall be issued the registration certificate, containing the order number in the trade register and the unique tax registration code assigned by the Ministry of Public Finance, as well as, as the case may be, the unique identifier at European level (EUID) and other data, established by order of the Minister of Justice. The registration certificate shall be accompanied by the resolution of the person responsible for the resolution of the application for registration and other acts provided for by this Law. (2) Upon registration of amendments to the articles of association shall be issued the certificate of entry of mentions, accompanied by the resolution of the person competent with the resolution of the registration application, as well as other acts provided by (3) Both on registration and on each registration of amendments to the articles of association, applicants, with the issuance of the documents referred to in par. ((1) and (2), may be provided with information on the data recorded in the trade register, with the payment of the related charges. (4) The deadline for issuing the registration certificate and the registration certificate is 3 working days from the date of registration of the application, if the person competent to settle the applications for registration does not have otherwise, for completing the documentation. ---------- Article 8 has been amended by section 6.6. 2 2 of art. III of LAW no. 152 152 of 18 June 2015 , published in MONITORUL OFFICIAL no. 519 519 of 13 July 2015. + Article 9 (1) The registration certificate containing the unique registration code is the document certifying that the legal person was taken into account of the office of the trade register of the court and in the records of the fiscal body. ((2) Abrogat. ----------- Alin. ((2) of art. 9 9 was repealed by lit. b) a par. ((2) art. IV of ORDINANCE no. 35 35 of 26 July 2006 , published in MONITORUL OFFICIAL no. 675 675 of 7 August 2006. ((3) During the existence of the legal person proof of its state, regarding the functioning, dissolution, reorganization, liquidation, insolvency, judicial reorganization, bankruptcy or temporary suspension of the activity, it is done with the extract of register issued by the trade register office of the court, valid for 30 days from the date of issue. ---------- Alin. ((3) of art. 9 9 has been amended by section 7 7 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. (4) The deadline for issuing the register extract is no more than 24 hours from the date of registration of the request. ((5) Abrogat. --------- Alin. ((5) of art. 9 9 has been repealed by section 6.6. 8 8 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Chapter III Assignment of the unique registration code + Article 10 The application of the tax registration is made by submitting the application for registration to the single office within the office of the trade register of the court, and the assignment of the unique registration code by the Ministry of Public Finance is conditional on the admission of the application for registration in the commercial register by the judge-delegate. --------- Article 10 has been amended by section 10. 9 9 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 11 (1) In order to assign the unique registration code by the Ministry of Public Finance, the offices of the trade register of the courts shall transmit directly or through the National Trade Register Office, by electronic means, The Ministry of Public Finance, the data relating to the records made in the commercial register and those contained in the tax registration application (2) Based on the data transmitted according to the provisions of (1) The Ministry of Public Finance shall assign, within a maximum of 8 hours, the unique registration code. --------- Alin. ((2) of art. 11 11 has been amended by section 10 10 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 12 (1) For family associations, as well as for legal entities referred to in art. 2 the structure of the unique registration code is established by the Ministry of Public Finance, the Ministry of Labour, Social Solidarity and Family, the Ministry of Health, the Ministry of Administration and Interior and the Ministry of ((2) Abrogat. ------- Alin. ((2) of art. 12 12 was repealed by lit. b) a par. ((2) art. IV of ORDINANCE no. 35 35 of 26 July 2006 , published in MONITORUL OFFICIAL no. 675 675 of 7 August 2006. + Article 13 The unique registration code will be used by all computer systems that process data on authorized individuals, individual enterprises, family enterprises and legal entities provided in art. 2, as well as these in relations with third parties, including public authorities and institutions, for the duration of their operation. ----------- Article 13 has been amended in accordance with paragraph 1. ((1) art. 41 of EMERGENCY ORDINANCE no. 44 44 of 16 April 2008 , published in MONITORUL OFFICIAL no. 328 of 25 April 2008, by replacing the phrase "authorized natural person and/or family association" with the phrase "authorized natural person, individual enterprise and/or family enterprise". + Article 14 (1) On the following working day after the registration of legal persons, the trade register office shall communicate an extract of the resolution ordering the registration to the Autonomous Regia "Monitorul Oficial", for publication, on applicant's expense Upon request and at the applicant's expense, the resolution shall be published ((2) The extract of the resolution ordering the registration of the legal person includes the following elements: number and date of resolution, name, registered office and legal form, name and address of founders, administrators and, if applicable, censors, the field and main activity, the share capital and the duration of operation. The extract will include the number of orders in the trade register, the single tax registration code assigned and, where applicable, the unique identifier at European level (EUID). (3) The publication in the Official Gazette of Romania of the extract of the resolution or, as the case may be, of the full resolution will be carried out no later than 21 working days from the date of registration of the application to the trade register office. The Autonomous Regia "Monitorul Oficial" has at its disposal to carry out the publication a deadline of 17 working days from the date of receipt of the resolution of the resolution or, as the case may be, of the If the term provided for art. 8 8 para. ((4) shall be amended accordingly to those ordered by the competent person to settle the applications for registration, for the completion of the documentation, the publication time shall be extended accordingly. (4) The provisions of par. ((1) and (3) shall apply accordingly for all acts that are registered in the commercial register and are subject to publication in the Official Gazette of Romania, Part IV, respectively Part VI. ---------- Article 14 has been amended by section 4.2. 3 3 of art. III of LAW no. 152 152 of 18 June 2015 , published in MONITORUL OFFICIAL no. 519 519 of 13 July 2015. + Chapter IV Procedure for authorisation of operation + Article 15 ((1) For the purposes of issuing by the Office of the Office of the Trade Register in addition to the Tribunal of the Registration Certificate containing the unique registration code or, as the case may be, the registration certificate for entries, the applicant has the obligation to submit, with the application for registration and the supporting documents, the self-declaration, signed by the associates or administrators, showing, as the case may be, that: a) the legal person does not carry out, at the registered office or at the secondary offices, the declared activities, a period of maximum 3 years; b) the legal person meets the operating conditions provided by the specific legislation in the field of health, veterinary, environmental protection and labor protection, for the activities specified in the declaration-type. --------- Lit. b) a par. ((1) of art. 15 15 has been amended by section 4.2 1 1 of art. unique from LAW no. 159 159 of 6 June 2007 , published in MONITORUL OFFICIAL no. 394 394 of 12 June 2007. (2) Any change with regard to those declared entails the applicant's obligation to submit to the single office within the trade register office of the court a new declaration-type on their own responsibility corresponding to the changes intervenes. (3) The office of the trade register of the court shall register in the commercial register the data from the standard declarations provided in par. ((1) and (2). ---------- Article 15 has been amended by section 6.6. 11 11 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 16 Repealed. ----------- Article 16 has been repealed by point (a) 12 12 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 17 (1) The procedure for authorization of operation on the basis of the self-declaration shall be carried out through the single office of the trade register office of the court, to which the applicant has the obligation to register Social or secondary office. (2) The offices of the trade register of the courts, through the single offices, shall carry out the following activities: a) receive, verify and record the registration requests and the documents submitted in support of them, as well as the standard statements provided in art. 15 15; b) collect the fees and charges for the operations carried out by the offices of the trade register of the courts, as well as those due to other authorities involved in the registration procedure; c) keep in computerized system the records of the type declarations provided in art. 15 15; d) transmit to the public authorities competent statements-type provided in art. 15, in copy, and, by electronic means, the identification data of legal persons registered in the commercial register; e) complete and issue within the deadline the finding certificates regarding the registration of the type declarations provided in art. 15, according to this law; f) follow the deadlines provided by this law and issue to the applicants the registration certificates, the registration certificates of mentions, the conclusion of the delegated judge, as well as the finding certificates provided in lett. e). ---------- Article 17 has been amended by section 6.6. 13 13 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 17 ^ 1 (1) The single office of the trade register office of the court, on the basis of the standard declarations provided in art. 15, shall issue to applicants certified ascertaining that: a) the declaration-type on its own responsibility, from which it follows that the activities provided for in the articles of association or modifier do not take place at the registered or secondary office; b) registered the declaration-type on its own responsibility, from which it follows that the operating conditions provided by the specific legislation in the field of health, veterinary, environmental protection and labor protection are fulfilled, for the activities declared; -------- Lit. b) a par. ((1) of art. 17 17 ^ 1 has been amended by section 4.2 2 2 of art. unique from LAW no. 159 159 of 6 June 2007 , published in MONITORUL OFFICIAL no. 394 394 of 12 June 2007. c) recorded the self-declaration-type on its own responsibility, resulting in the changes in relation to the previous-type declaration. (2) The certifying certificates referred to in par. ((1) lit. a) and b) shall be issued with the registration certificate or the registration certificate of entries. (3) For the registered office and for each secondary office shall be issued an ascertaining certificate attesting that the statements-type provided in art. 15. (4) The certifying certificates referred to in par. (1) have the arrangements provided for art. 4 4 of Law no. 26/1990 on the trade register, republished, with subsequent amendments and completions. --------- Article 17 ^ 1 was introduced by item 1. 14 14 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 17 ^ 2 (1) In order to carry out the control by the competent public authorities regarding the compliance of those declared according to 15, the office of the trade register of the court shall transmit to them the copies of the statements-type and, by electronic means, the identification data of the legal entities, within 3 days from the date of registration in the trade register. (2) The competent public authorities referred to in par. ((1) are: -repealed. ---------- First indent of paragraph 1 ((2) of art. 17 ^ 2 was repealed by section 4.2. 3 3 of art. unique from LAW no. 159 159 of 6 June 2007 , published in MONITORUL OFFICIAL no. 394 394 of 12 June 2007. -territorial public health departments subordinated to the Ministry of Health or ministries with their own public health network; -The National Veterinary Health and Food Safety Authority or Ministries with its own veterinary health network; -territorial public authorities for environmental protection under the Ministry of Environment and Water Management; -territorial labour inspectorates under the Ministry of Labour, Social Solidarity and Family. ---------- Article 17 ^ 2 was introduced by the section 14 14 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 17 ^ 3 ((1) If the competent public authorities find that the legal operating conditions are not met, it shall notify the applicant, at the registered office, with a deadline to remedy the irregularities found. The period shall run from the date of receipt of the notification and may be extended to the applicant's express request to the competent public authority. (2) If the irregularities are not remedied, the competent public authorities shall notify the office of the trade register of the court of the act by which the activity was prohibited, within 3 days of its issuance, to be registered ex officio in the commercial register. --------- Article 17 ^ 3 was introduced by the section 14 14 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 18 Repealed. ----------- Article 18 has been repealed by point (a) 15 15 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 19 Repealed. ------------ Article 19 has been repealed by point (a) 15 15 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 20 Repealed. ----------- Article 20 was repealed by point (a). 15 15 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 21 Repealed. ------------- Article 21 has been repealed by point (a) 15 15 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 22 Repealed. --------- Article 22 was repealed by point (a). 15 15 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 23 Repealed. ---------- Article 23 has been repealed by point (a) 15 15 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 24 Repealed. ---------- Article 24 was repealed by point (a). 15 15 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 25 The offices of the trade register of the courts provide the necessary conditions for the archiving of all documents related to the procedure for authorization of operation on the basis of the self-declaration. ---------- Article 25 has been amended by section 6.6. 16 16 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Chapter V Pre-change of the registration and registration certificate + Article 26 Until December 31, 2004, the legal entities referred to in art. 2, which, until the date of entry into force of this law, have not changed the registration certificate and the tax registration certificate, are required to request at the trade register office of the court in the county in whose radius they have the registered office or secondary office with the new registration certificate containing the unique registration code. --------- Article 26 has been amended by section 6.6. 17 17 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 27 The procedure established by this law for the authorization of officials on the basis of self-declarations shall also apply accordingly to the prechanges provided in art. 26. ---------- Article 27 has been amended by section 6.6. 18 18 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 28 Repealed. ---------- Article 28 was repealed by point (a). 19 19 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 29 Within the framework of the exchange procedure, the self-declarations referred to in art. 15 shall be submitted to the trade register office of the court in the county where the exchange is requested. ----------- Article 29 has been amended by section 6.6. 20 20 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 30 (1) Failure to exchange the registration certificate and the fiscal registration one with the new registration certificate containing the unique registration code, until the deadline provided for in art. 26, attracts the dissolution of legal entities provided in art. 2. (2) The finding of dissolution of law shall be made by the conclusion of the delegated judge, delivered at the request of the National Trade Register Office. (3) The conclusion of the delegated judge shall be registered in the commercial register and shall be communicated simultaneously to the legal person at the registered office, to the Ministry of Public Finance, to the National Agency for Fiscal Administration by electronic means, simultaneously on the website of the National Trade Register Office, as well as at the office of the trade register office of the court. + Article 31 (1) The conclusion of the finding of the dissolution of law is subject only to the appeal, at the request of any interested person, within 15 days from the publication provided in art. 30 30 para. ((3). (2) If no appeal has been declared or the appeal has been rejected, the legal person shall enter into liquidation according to the provisions of Law no. 31/1990 on companies, republished, with subsequent amendments and completions. (3) Within 6 months from the date of delivery of the dissolution, provided by art. 30 30 para. (2), or, as the case may be, from the date of rejection of the appeal against it, the legal representative of the legal person has the obligation to appoint and register in the trade register of the liquidator. (4) If there is no legal representative or it does not proceed to the appointment of the liquidator within the period provided in par. (3), at the request of any interested person, made within 6 months from the expiry of the term provided in par. (1), the delegated judge appoints a liquidator from the list of insolvency practitioners, his remuneration to be made of the patrimony of the dissolved legal person or, in case of lack thereof, of the liquidation fund constituted under Law no. 85/2006 on insolvency proceedings. ---------- Alin. ((4) of art. 31 31 has been amended by art. I of LAW no. 360 360 of 21 September 2006 , published in MONITORUL OFFICIAL no. 799 799 of 22 September 2006. ((4 ^ 1) By way of derogation from the provisions art. 252 252 para. ((1) lit. b) of Law no. 31/1990 , republished, with subsequent amendments and completions, the conclusion of the delegated judge, delivered under the conditions of par. (4) at the request of the budgetary creditors, the Ministry of Public Finance-the National Agency for Fiscal Administration, the General Directorates of the County Public Finance and the Municipality of Bucharest, administration of large taxpayers and the Authority for the valorisation of State Assets, shall be published on the website of the National Trade Register Office and shall be displayed at the office of the trade register office of the court, in whose radius the dissolved company has its registered office. --------- Alin. (4 ^ 1) of art. 31 31 has been introduced by section 1 1 of art. XIV of Section 11, Part II of ORDINANCE no. 28 28 of 26 January 2006 , published in MONITORUL OFFICIAL no. 89 89 of 31 January 2006. (5) If until the expiry of the term provided in par. (4) no application has been registered for the appointment of a liquidator, the legal person shall be removed from the commercial register, by conclusion of the delegated judge, delivered at the request of the National Trade Register Office. ---------- Alin. ((5) of art. 31 31 has been amended by art. I of LAW no. 360 360 of 21 September 2006 , published in MONITORUL OFFICIAL no. 799 799 of 22 September 2006. (6) The conclusion of deletion shall be recorded in the commercial register, shall be communicated and published, according to the provisions of par. ((4 ^ 1). --------- Alin. ((6) of art. 31 31 has been amended by section 2 2 of art. XIV of Section 11, Part II of ORDINANCE no. 28 28 of 26 January 2006 , published in MONITORUL OFFICIAL no. 89 89 of 31 January 2006. (7) The assets remaining in the patrimony of the legal entity after its deletion from the commercial register, under the conditions of (5), return to associates. --------- Alin. ((7) of art. 31 31 has been amended by art. I of LAW no. 360 360 of 21 September 2006 , published in MONITORUL OFFICIAL no. 799 799 of 22 September 2006. + Article 32 The registration certificates and the annexes thereto, issued in accordance with the procedures for the resolution of the existing applications before the entry into force of this Law, shall retain their validity + Chapter VI Support services + Article 33 In the offices of the trade register of the courts, assistance is carried out to the applicants, at the request and at their expense, to carry out the necessary procedures for registration in the commercial register of the acts constituent or modifying, except for the activities referred to in art. 35 35 para. ((1) lit. a)-c) and g), which is granted free of charge. ---------- Article 33 has been amended by art. III of EMERGENCY ORDINANCE no. 28 28 of 20 May 2014 , published in MONITORUL OFFICIAL no. 388 388 of 26 May 2014. + Article 34 (1) The assistance services shall be provided through the specialized personnel of the offices of the trade register of the courts. (. The assistance services shall be granted, at the request and at the expense of the applicant, before the application for registration at the trade register office of the court. ---------- Alin. ((2) of art. 34 34 has been amended by section 22 22 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. (3) The assistance services shall be requested by request for explicit services, including the requested services, the obligations of the parties, the deadlines and tariffs due. (4) The model and content of the service request shall be established by the National Trade Register Office. + Article 35 (1) The assistance services provided by the offices of the trade register of the courts shall be: a) prior guidance on legal formalities for the establishment and modification of the constituent acts of the companies; b) the guidance for the correct completion of the registration application and the typified forms specific to the trade register activity; --------- Lit. b) a par. ((1) of art. 35 35 has been amended by section 4.2 23 23 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. c) the drafting of the application for registration; d) the design and execution of the logo and the logo for the companies; e) obtaining the evaluation through the expertise of the goods subscribed as contribution in kind to the share capital; f) ensuring that, as the case may be, the immovable property, -proof of intabulation; -the ascertaining certificate of the tasks with which the good may be encumbered; g) the drafting of the declaration on the own responsibility of the founders, administrators, employees of branches and censors that they meet the conditions provided by law; h) drafting of the articles of association of legal entities subject to the obligation to register in the commercial register i) drafting of the statute for the single-member limited liability company; j) the drafting of the addendum or, as the case may be, the decision of the general meeting of the members or associates or shareholders, of the decision of the board of directors on amendments to the articles of -registered office; -name of the company or its logo; --service life; -legal form; -main area of activity and main activity; -the object of activity or coding or its annealing in accordance with Order of the President of the National Statistical Institute 601/2002 on updating the classification of activities in the national economy-CAEN; -administrators and censors; -other elements of the articles of association (name, domicile, profit and loss participation, etc.); -receipt, withdrawal of members or associates; -increase or decrease of social capital; -the establishment or abolition of secondary social premises; -division or merger; -dissolution or liquidation; k) obtaining the authentication of the articles of association or the addendum; l) the date of the request for the documents drawn up by the assistance services; m) extraction from the databases of normative acts and listing for release, upon request. + Chapter VII Fees and charges + Article 36 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 amount of fees for authentication or the giving of the definite date of constitutive acts and self-declarations of founders, administrators and censors, regarding the performance the conditions provided by the law, as well as those for the modification of the constitutive acts, shall be established in the fixed amount by Government decision, initiated by the Ministry of Justice, based on the proposals of the National Union of Public Notaries Ministry of Public Finance. + Article 37 Tariffs charged for publication in the Official Gazette of Romania, Part IV, of the acts provided for in art. 14 14 para. (1) and (4) shall be established by Government decision, initiated by the Ministry of Public Finance on the basis of the proposal of the Autonomous Regia "Monitorul Oficial". + Article 38 For the operations carried out by the offices of the trade register of the courts, the level of taxes is established by Government decision, at the proposal of the Ministry of Justice. ---------- Article 38 has been amended by section 6.6. 24 24 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 39 Tariffs for the provision of assistance services provided in art. 35 are established by order of the Minister of Justice. + Article 40 The amount of taxes, tariffs and fees provided for in art. 36-39 may be indexed annually according to the rate of inflation. + Chapter VIII Final provisions + Article 41 (1) It constitutes contravention and is sanctioned, according to the law, with a fine of between 10,000,000 lei and 100,000,000 lei, the conduct of any activity by the legal entities provided in art. 2 with non-compliance with the provisions ---------- Alin. ((1) of art. 41 41 has been amended by section 25 25 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. (2) The finding of the contravention and the application of the sanction provided in par. (1) shall be carried out by the control bodies of the competent public authorities provided in art. 17 ^ 2 para. ((2). ----------- Alin. ((2) of art. 41 41 has been amended by section 25 25 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. (3) Contraventions provided in par. (1) the provisions applicable Government Ordinance no. 2/2001 on the legal regime of contraventions, approved with amendments and additions by Law no. 180/2002 , with subsequent amendments and completions. (4) The loss by the offices of the trade register next to the courts of the documents submitted by the applicant shall be sanctioned with a judicial fine from 500,000 lei to 5,000,000 lei, by conclusion delivered by the judge-delegate. ------------- Alin. ((4) of art. 41 41 has been amended by section 25 25 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. (5) Provisions art. 46 46 of Law no. 26/1990 , republished, with subsequent amendments and completions, shall apply accordingly. + Article 42 (1) In all cases in which a law or other normative act of the same rank provides for the erasure of law of a legal person registered in the commercial register, the finding of the dissolution of law, as a mandatory prior stage, follows the procedure provided in art. 30 30 para. ((2) and (3). (2) After the finding of the dissolution of law, the provisions of art. 31. (3) If a normative act, subsequently to the registration of a legal person in the commercial register, orders the termination of the activity or the lack of right of effects of the authorization act, of establishment, of consent or of recognition, any interested person will be able to ask the competent court to find the rightful amendment of the constituent acts of the legal person in respect of the object of activity and, where applicable, whether this object of activity is unique, to find the right dissolution of the legal person. (4) By the judgment rendered according to par. (3), the competent court will order the registration in the commercial register of the pronounced decision, remaining irrevocable, and its publication in the Official Gazette of Romania, Part IV, at the expense of the person who made the request. (5) In the case of the dissolution of law provided in par. (3) the provisions of par. (2) on liquidation and deregistration. + Article 43 (1) The model of the application for registration in the commercial register and the registration certificate shall be established by order of the Minister of Justice, at the proposal of the National Trade Register Office (2) The model of the tax registration application shall be established by order of the Minister of Public Finance, to be included in the application for registration in the commercial register. ((3) Abrogat. ---------- Alin. ((3) of art. 43 43 has been repealed by section 6.6. 26 26 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. ((4) Abrogat. ---------- Alin. ((4) of art. 43 43 has been repealed by section 6.6. 26 26 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. (5) As of the date of entry into force of this Law, the public authorities involved will conclude protocols with the National Trade Register Office, with the object of exchanging information and establishing common working procedures. ((6) Abrogat. -------- Alin. ((6) of art. 43 43 has been repealed by section 6.6. 26 26 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. (7) The model of the register extract provided for in art. 9 9 para. ((3), as well as of the finding certificates provided for in art. 17 ^ 1 para. (1) are established by order of the Minister of Justice. -------- Alin. ((7) of art. 43 43 has been amended by section 27 27 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. ((8) Abrogat. -------- Alin. ((8) of art. 43 43 has been repealed by section 6.6. 26 26 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 44 (1) Applications for registration, together with the accompanying documents provided by the regulations in force, as well as the standard declarations provided in art. 15 may also be transmitted by correspondence with declared value, the date of receipt being considered the date of registration of the ---------- Alin. ((1) of art. 44 44 has been amended by section 28 28 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. (2) The correspondence will also contain proof of payment of legal fees and charges, which can be made by any payment instruments, in the account of the National Trade Register Office, opened at the Department of Treasury and Public Accounting Bucharest Municipality. (3) The communication by the offices of the trade register of the courts and any other correspondence with the applicants may also be made by post, at the registered office or secondary office or at the chosen home, declared in the application for registration. ---------- Alin. ((3) of art. 44 44 has been amended by section 28 28 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. + Article 45 Applications for registration submitted to the offices of the trade register of the courts until the date of entry into force of this law shall be settled according to the procedures in force on the date of submission. + Article 46 ((1) Abrogat. ---------- Alin. ((1) of art. 46 46 has been repealed by section 6.6. 29 29 of art. I of EMERGENCY ORDINANCE no. 75 75 of 30 September 2004 , published in MONITORUL OFFICIAL no. 932 932 of 12 October 2004. (2) On the date of entry into force of this Law, it is repealed Government Emergency Ordinance no. 76/2001 on the simplification of administrative formalities for the registration and authorisation of traders, approved and amended by Law no. 370/2002 , republished in the Official Gazette of Romania, Part I, no. 413 of 14 June 2002, with subsequent amendments and completions, art. 174 174 para. ((2) of Title V-Groups of economic interest-of the book I-General regulations for the prevention and control of corruption-of Law no. 161/2003 on certain measures to ensure transparency in the exercise of public dignities, public functions and in the business environment, prevention and sanctioning of corruption, published in the Official Gazette of Romania, Part I, no. 279 279 of 21 April 2003, as amended and supplemented, and any other provisions to the contrary. This law was adopted by the Romanian Parliament, in compliance with the provisions of art. 75 75 and art. 76 76 para. (2) of the Romanian Constitution, republished.
CHAMBER OF DEPUTIES PRESIDENT
VALER DORNEANU
SENATE PRESIDENT
NICOLAE VACAROIU Bucharest, September 8, 2004. No. 359. -----------