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Cross-border merger*

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​The documents required for registration in the trade register and fiscal registration of a company established by the merger of joint-stock companies, partnerships limited by shares, limited liability companies - Romanian legal entities - and European companies based in Romania, with companies that have their registered office or, as the case may be, central administration or main office in other member states of the European Union or in states belonging to the European Economic Area operating in one of the legal forms provided for in art. 1 of Council Directive no. 2009/101/EU, harmonized by the amendment of Law no. 31/1990​

The absorbing company is a Romanian legal entity (joint-stock company, partnership limited by shares, limited liability company) or a European company with registered office in Romania

The absorbing company is a legal entity governed by the legislation of another member state.

The newly established company is a Romanian legal entity or a European company with registered office in Romania.

The newly established company is a legal entity governed by the legislation of another member state.



​​To access the services portal, it is necessary to create a user account. The direct access link to the online ONRC portal service: Registration in Trade Register and PJ authorization

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Entitled persons
Regulated professions
Required documents

Denumire

Descriere

Obligatoriu

Semnătură digitală

Tip document

Descarcă

-
2.3 Registration request*
Descarcă
Formular tipizat
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
Annex 2 regarding the foreign investment*
Descarcă
Formular tipizat
If it is the case*
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
The standard statement on own responsibility signed by the associates or administrators*
Descarcă
Formular tipizat
*
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
Proof of the appointment of experts for the examination of the joint merger project or, as the case may be, the decision of the associates/shareholders to waive the examination and preparation of the report by experts, for companies that are Romanian legal entities or European companies with their registered office in Romania, in a photocopy certified by hand by the holder regarding conformity with the original. In the case of foreign companies, proof is provided with a certificate issued by the competent authority in the respective state.*
Descarcă
Scanned document
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
2.7 Proof of submission and publication of the common merger project (certified copy or certificate issued by the competent authority in the case of foreign companies)*
Descarcă
Scanned document
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
The resolutions of the general meetings of each of the companies participating in the merger (in original and in translated copy, the translation of the text being carried out by an authorized person and having the authentication of the translator's signature by a public notary)*
Descarcă
Scanned document
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
The updated articles of incorporation,.*
Descarcă
Scanned document
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
The agreement on the modalities of employee involvement within the company or the decision of the special negotiating group not to initiate negotiations or to terminate ongoing negotiations and to accept the application of regulations regarding the information and consultation of employees or the reference provisions, or evidence that negotiations were conducted without reaching an agreement, in accordance with the provisions of Article 12 paragraph (2) of Council Regulation (EC) No. 2157/2001 on the statute for a European company, Articles 3, 4, and 7 of Council Directive 2001/86/EC supplementing the statute for the European company as regards employee involvement, provisions of Government Decision No. 187/2007, and Article 251 index 10 of LSC, if the newly established company is a European company with its registered office in Romania, in a photocopy certified in handwriting by the holder regarding conformity with the original*
Descarcă
Scanned document
*
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
The certificate or other similar documents issued by the competent authorities of the other member states in which the registered office or, as the case may be, the central administration or the principal place of business of the other companies participating in the merger are located, attesting to the fulfillment of the conditions provided by law, in original and in translated copy, the translation being carried out by an authorized person and including the legalization of the translator's signature by a public notary. The deadline for their submission may not exceed 6 months from the date of issuance.*
Descarcă
Scanned document
*
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
2.14 Merger financial statement*
Descarcă
Scanned document
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
2.15 Proof of company name availability check and reservation*
Descarcă
Scanned document
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
Proof regarding the registered office and, if applicable, the document attesting the right to use the premises designated as a secondary office*
Descarcă
Scanned document
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
2.19 The statements given on one’s own responsibility,*
Descarcă
Scanned document
As the case may be, by founders / administrators / directors / members of the supervisory board / members of the directorate / auditors or natural persons representing the legal entity appointed as administrator or auditor, from which it results that they meet the legal requirements for holding these positions*
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
As applicable, the sworn statement of the foreign individual in their own name or as a representative of the foreign legal entity that is not fiscally registered in Romania, in original and, as applicable, the translation made by an authorized translator whose signature must be notarized by a public notary*
Descarcă
Scanned document
*
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
2.22 Identity documents of the founders/administrators/directors/members of the supervisory board/members of the directorate/auditors, as applicable, in a copy certified by the party*
Descarcă
Scanned document
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
2.23 The registration certificate, the decision of the statutory body regarding participation in the establishment of the legal entity, and the mandate for the person authorized to sign the articles of incorporation in the name and on behalf of the founding legal entity*
Descarcă
Scanned document
For the founder legal entity*
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
Proof regarding the authorization of the person designated to complete the legal formalities (original)*
Descarcă
Scanned document
If applicable*
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
2.27 Evidence regarding the payment of legal fees*
Descarcă
Scanned document
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
Amendment to the articles of incorporation*
Descarcă
Scanned document
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
The draft of the articles of incorporation of the company to be established, respectively the draft amending act of the articles of incorporation of the absorbing company*
Descarcă
Scanned document
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
Proof of payment of the amounts representing the expenses for publishing in the OJEU, in original.*
Descarcă
Scanned document
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
Proof of payment of amounts representing expenses for advertising in the OJEU, in original.*
Descarcă
Scanned document
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
Proof of payment of the amounts representing the expenses for publishing in the OJEU, in original, in case the absorbed company is an SE with its registered office in Romania*
Descarcă
Scanned document
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
statement regarding the real beneficiary of the legal entity*
Descarcă
Formular tipizat
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
Issued documents

Denumire

Tip document

Descarcă

-
The conclusion of the registrar of the trade register (as applicable: registration certificate, explanatory certificate, deletion certificate)*
Document obligatoriu
Semnatură digitală obligatorie
Se poate obține prin OOTS
Fees

Title

Payment method

Value

Currency

None
Deadlines
Resolution time:
3
Calendar days
Case filling duration:
15
Calendar days
Notification deadline:
1
Calendar days
Appeal routes

According to Article 112 paragraphs (1) and (2) of Law no. 265/2022 regarding the commercial registry and for the amendment and completion of other normative acts with implications on registration in the commercial registry, “(1) Against the registrar's decision rendered according to Article 108 or, as the case may be, according to Article 110, the applicant may file a complaint within 10 calendar days from the communication of the decision, if they requested communication through the methods provided in Article 111 paragraph (1) letters b) and c). In these cases, the applicant may also file a complaint from the date of publication of the decision in the Bulletin, if it precedes the communication.

(2) In the case provided for in Article 111 paragraph (1) letter a), if the decision is not picked up from the counter within the documentation release deadline, the applicant may file a complaint within 10 days from the date of publication of the decision in the Bulletin.”

The complaint is submitted, in the case of legal entities, to the commercial registry office, which will record it in the commercial registry and communicate it to the court/specialized court within three working days from the date of submission.

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Additional information
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Last updated: 
03 January 2025
Publicat de către: 
A paragraph is a self-contained unit of a discourse in writing dealing with a particular point or idea. Paragraphs are usually an expected part of formal writing, used to organize longer prose.
Institution responsible with document: 
Publicat de către: 
A paragraph is a self-contained unit of a discourse in writing dealing with a particular point or idea. Paragraphs are usually an expected part of formal writing, used to organize longer prose.
National Trade Register Office*
*Content marked with an asterisk (*) has been automatically translated and may not fully reflect the original meaning. For objective interpretation, please consult the Romanian version.
National Trade Register Office*
Blvd. Unirii nr. 74, Bl. J3b. Tr. II+III, sector 3, Sector 3, RO
Telefon: (+40-21) 316.08.04
Fax: (+40-21) 316.08.03
Email: secretariat@onrc.ro
www.onrc.ro
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