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REGISTRAR OF COMPANIES’ LAW (Law No.26 / 7 November 1990)

 

Chapter I General Provisions

Art. 1

Before starting their activity, businessmen are obligated to ask for registration with the Commercial Register, and during and after cessation of commercial operations to ask for recording with the same Register of the mentions regarding deeds and facts whose registering is provided by the law. With the present law, the business are natural persons who usually carry on commercial operations, commercial companies, autonomous companies and co-operative organisations. Paragraph 1 provisions are not applied to craftsmen and peasants who sell products from their own farms.

Art. 2

The Commercial Register is kept at the Commercial Register Office organised in each district and in Bucharest, according to present Law's Chapter II provisions. The Central Register is kept at the National Commercial Register Office, organised by the Chamber of Trade and Industry of Romania.

Art. 3

Businessmen ask for registration with the districtual Commercial Register Office or Bucharest's, where they have headquarters.

Art. 4

The Commercial Register is public. The Commercial Register Office is obligated to issue, on applicant's expenses, legalised copies of the certificate of incorporation or mentions accomplished, and of the submitted deeds as well as finding certificates concerning deeds or facts not registered or mentioned in the register.

Art. 5

The incorporation deed and mentions are opposable to third parties from the date of their accomplishing with the Commercial Register or from their publishing in "Monitorul Oficial" or in any other newspaper, when the law provides it. The person obligated to ask for a registration cannot oppose unregistered deeds or facts to the third parties, unless he can prove these were know to them.

Art. 6

The registrations are made only based on a mandatory judge's conclusions, or, as the case may be, on the court final sentence.

Art. 7

The law-courts are forced to dend the Commercial Register Office legalised copies of the final sentence's dispositions and conclusions concerning deeds and mentions which must be registered, as law provides, within 15 days since they remained final. By means of conclusions and final sentences courts will order the effecting of registrations with the Commercial Register.

Art. 8

The control of operations' legality accomplished by the Commercial Register Office will be made by one of the districtual court judges or, by case, of Bucharest, annually appointed by the president of that court. At least once a month, the judge must check out the Commercial Register. The official checking mention will be written on each of the Register's leaf under signature, mentioning the checking date. Judge's control does not release from responsibility the office's personnel who manage and perform operations with the Commercial Register in accordance with the Law.

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Chapter II Commercial Register Office

Art. 9

The Commercial Register office is set up and operates by each territorial chamber for trade and industry. The National Commercial Register Office is set up and operates by the Chamber for Trade and Industry of Romania. The Commercial Register offices provided by par.2 will give notice to the National Commercial Register Office about any operated registration or mention, within 15 days since operation.

Art. 10

The organisational frame, number and wage level of personnel from Bucharest and districtual by the Chamber of Trade and Industry of Romania. The same with the norms of internal organising and operating of the offices. The necessary personnel of the Commercial Register offices is hired on a competition base by the districtual chambers of trade and industry. The necessary expenses for operating and the wage funds are ensured from the budget of the territorial chambers for trade and industry.

Art. 11

For the operations accomplished, the Commercial Register offices will levy duties according to a tariff established by the Chamber for Trade and Industry of Romania together with the Ministry of Finance.

The share due to the National Office, which cannot exceed 20 per cent of the established duties according to par. 1, is levied through the Commercial Register office that operates the registration and transferred monthly to the National Office. Duties, excepting those due to the National Office, are income of the chambers for trade and industry budget by which the districtual office is set up.

Art. 12

The Commercial Register office keeps the Commercial Register which contains a register for registering the businessmen as natural persons and another one to register businessmen as legal persons, as well as the card index of each trader's record. The office will keep also an alphabetical catalogue of the registered businessmen, as well as the files containing the submitted deeds.

The registers will be numbered and initialled by the mandatory judge. Every year a new register will be opened. Each registered businessmen will bear an order number, beginning every year with 1.

The way to keep and fill in the Commercial Register and the card index is unitedly established for all the offices, by norms issued by the Chamber for Trade and Industry of Romania together with the Ministry of Trade and Tourism.

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Chapter III Registrations Accomplishment

Art. 13

The registration application with the Commercial Register of a businessman as a natural person will contain:

a) name and surname, domicile, citizenship, birth date and place, legal status, wealth and its means of assessment and previous trading activities;

b) name and firm and its headquarters, its subsidiaries and affiliates, home and abroad, license for trade exercise;

c) field of activity.

To the incorporation application will be enclosed evidence about the supplied information. The incorporation application will be made personally or by mandate, by special and genuine power of attorney. The office will mention in the register every information supplied in the application. To prove the specimen of signature, the businessman will sign in the register in the presence of a mandatory judge or of the office manager or deputy manager who will certify the signature. If the businessman is absent, the signature in the register can be replaced by a legalised one.

Art. 14

The incorporation application with the Commercial Register of a general partnership or a limited partnership will contain:

a) information concerning each associate, provided by art.13 letter a, for a natural person, and by case, name, nationality and headquarters for a legal persons;

b) information concerning the company, provided by art.13, letter b;

c) company's legal form and its object of activity;

d) registered capital, each associate's contribution to the capital and ways of capital setting up and depositing; for contributions in kind, their value and means of assessment;

e) company's administrators and their power's limits;

f) each associate's share of profits and losses;

g) company's duration.

Art. 15

The incorporation application with the Commercial Register of a joint-stock company or a limited partnership by shares will contain:

a) information concerning founders, provided by art.14 letter a);

b) firm and company's headquarters and, by case, those of the subsidiaries and affiliates;

c) legal form and company's object of activity;

d) subscribed and deposited registered capital;

e) value of assets in kind and their means of assessment, number of shares granted to this purpose and advantages reserved to each founder:

f) number and nominal value of shares, specifying if they are nominative or bearer shares, and their number within each category;

g) number, name and surname, as well as citizenship of administrators, the pledge they have to deposit, their powers and the special managing and representing rights granted to some of them; for limited partnership by shares, name and surname, domicile and active partners' citizenship, or, by case, firm's name, nationality and their headquarters, mentioning which of the manage and represent the company;

h) number, name and surname, as well as censors' citizenship;

i) means of profits distribution;

j) validation conditions for the general assembly's resolutions and for the vote right exercise;

k) company's duration;

l) sleeping partners' capital contribution within the limited partnership by shares;

m) operations concluded by founders in the account of the company going to be incorporated, which are to be taken over by the company and the amounts to be paid for these operations.

Art. 16

The incorporation application with the Commercial Register of a limited liability company will contain information provided by art.14 and, by case, by art 15 let.h).

Art. 17

The incorporation application with the Commercial Register of a autonomous company will contain:

a) the incorporation deed, name and its headquarters;

b) its field of activity;

c) administration's subunits which may have contract relations with third parties and power of attorney's limits granted to this purpose;

d) authorised agents to represent the autonomous company and its subunits provided by letter c).

Art. 18

Co-operative associations incorporated as trading companies are registered with the Commercial Register, observing, by case, art.14-15 provisions; for other co-operative associations, the incorporation application with the Commercial Register will contain information provided by art.17.

Art. 19

Administrators' and, by case, trading company representatives' specimen of signature, as well as that of the persons authorised by law to represent autonomous companies or co-operative organisations, is to be proved with the observance of art.13, par.5 and 5 provisions.

Art. 20

The incorporation application with the Commercial Register will be made within 15 days, unless otherwise provided by the law:

- for commercial companies, since the date the incorporation was ordered by the judge with the observance of the law;

- for businessmen as natural persons, since the date of authorisation issue;

- for autonomous companies and co-operative organizations, since the date the incorporation deed was issued.

The incorporation application with the Commercial Register of a commercial company will be signed at least by one administrator, or, by case, by one of this representatives, or under legal conditions,by any associate, and for autonomous companies or co-operative associations, by authorized persons, as law provides, to represent them.

Art. 21

With the Commercial Register are to be registered mentions concerning:

a) donation, sale, tenancy or trading fund mortgage, as well as any other deed certifying changes concerning incorporations or mentions or providing company or trading fund cessation;

b) name, citizenship, birth date and place of the authorised person; if representation right is limited to a certain subsidiary or affiliate, the mention will be made only with the register where the subsidiary or affiliate is registered. Representative's signature will be submitted in forms provided by art.13, par.5 and 6;

c) patents, production, trade and service marks, original names, information concerning the origin, firm, emblem or other signs upon which a commercial company, autonomous company, co-operative organisation or businessman as a natural person has any right;

d) divorce final sentence of the businessman, as well as sentence concerning common goods' sharing during trade exercising;

e) sentence of trader's laying under interdiction or of instituting his trusteeship, as well as the suspending sentence for these measures;

f) sentence for declaring businessman's bankruptcy;

g) conviction sentence of the businessman for penal facts which make him unworthy to perform this profession;

h) any change regarding registered facts and mentions.

Art. 22

The businessman must ask for registration with the Commercial Register of the mentions provided by art.21 within 15 days since the date of facts and deeds subject to registration. Mentions' registration can be made at the interested persons' request within at most 3o days since the date they have know the deed or fact subject to registration.

Mentions will be registered ex officio within 15 days since the date the legalised copy of the final sentence is received, for facts and deeds provided by art. 21 let.d),c),f), and g). The fact that mentions can be registered at other persons' request, too, or ex officio, does not exonerate the businessman from the obligation to ask for their operation.

Art. 23

The businessman who has subsidiaries or affiliates must ask for their incorporation with the commercial register office of each subsidiary and affiliate headquarters. In this application, besides the information provided by the present law for businessman's incorporation, he will also write own the office where the main headquarters firm was incorporated. Along with the incorporation application the businessman will enclose copies of all deeds and licenses submitted at the main headquarters, attested by this one. The commercial register office from subsidiary's or affiliates' headquarters will deliver an excerpt from the registration made in order to be mentioned in the respective commercial register to the commercial register office from the businessman's main headquarters. The registrations' modifications made in the Commercial Register from the main head office concerning the incorporation deeds have to be mentioned, too, in the commercial register from the subsidiary or affiliate headquarters.

Art. 24

The businessman who has his trading head office abroad and is incorporating a subsidiary or an affiliate in Romania will be subject to all provisions concerning incorporation, mention and publication of deeds and facts required from home businessmen. All these formalities will be made with the commercial register office from the subsidiary or affiliate headquarters.

Art. 25

Anybody considering to have suffered a prejudice due to the incorporation or to a mention with the Commercial Register has the right to ask for its striking off. The mandatory judge will give his verdict on the striking off application through a settlement, summoning the parties. The settlement can be attacked by appeal in the districtual or Bucharest court, within 15 days from the passing date. The court will judge the appeal urgently in the council chamber.

Art. 26

The businessman must mention on letters, invoices, offers, orders, tariffs, prospects and any other deeds used in trading activities, the order number under which the company is incorporated with the Commercial Register and the year of incorporation.

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Chapter IV Trade Marks and Emblems Regime

Art. 27

The trade-mark is the name or, by case, the denomination under which a businessman is exercising the trade and is signing. The emblem is the sign or denomination which differentiates a businessman from another one of the same branch. Trade-marks and emblems will be written first of all in Romanian.

Art. 28

The trade-mark of a natural person trader contains the businessman's fully written name or the name and the first name initial letter. No mentions misleading on businessman's nature or extent or on businessman's position can be added to the trade-mark. Mentions could be made for indicating more precisely the businessman's person or the kind of trade.

Art. 29

The trade-mark of a general partnership must comprise the name of at least one of the associates, with the fully written mention of "general partnership".

Art. 30

The trade-mark of a limited partnership must comprise the name of at least one of the active partners', with the fully written mention of "limited partnership".

Art. 31

If the name of a person from outside the company enters, with his consent, in the firm of a general partnership or a limited partnership, the person become unlimited and jointly responsible for all company's liabilities. The same rule applies to the sleeping partner whose name enters in the trade- mark of a limited partnership.

Art. 32

The trade-mark of a joint-stock company or of a limited partnership by shares is composed of its own denomination able to differentiate it from other companies' firms, and will be accompanied by the fully written mention of "joint-stock company" or "S.A.", or, by case, "limited partnership by shares".

Art. 33

The trade- mark of a limited liability company consists in a denomination indicating the object of a activity and will be accompanied by the fully written mention "limited liability company" or "S.R.L.".

Art. 34

The trade -mark of a subsidiary or affiliate in Romania, belonging to a foreign company must also contain a mention concerning the headquarters abroad.

Art. 35

Any new trade-mark must differentiate from the existing ones. In case a new trade-mark is similar to another one a mention must be added in order to differentiate it from this one, either by more precisely naming the person, or by indicating the trade type exercised or in any other way.

Art. 36

The Commercial Register Office must refuse the registration of a trade-mark that, without introducing differentiating elements, may cause confusion with other registered marks.

Art. 37

No trade-mark could not contain a denomination used by the traders from the public sector.

Art. 38

The acquirer, with any title, of a commercial fund, may continue this activity under the previous trade-mark, mentioning in its content the quality of successor, if the previous owner or his heirs, deliberately consented to it. This disposition is not applicable to general partnerships, limited partnerships, joint- stock companies and limited partnerships by shares. The previous trade-mark keeping is allowed to the limited liability company, without being necessary to mention the succession relation.

Art. 39

The trade-mark cannot be alienated separately from the commercial fund for which it is used.

Art. 40

Any emblem should differentiate from the emblems written in the same Commercial Register for the same trade type, as well as from the emblems of other businessmen on the market where the businessman carry on his activity.

The emblems may be used on advertising panels wherever they may be placed, on invoices letters, orders, tariffs, prospects, posters, publications and in any other way, provided they are visibly accompanied by the businessman's trade-mark. If the emblem contains a denomination, the trade-mark will be written in letters of at least half of the size dimensions of the emblem letters.

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Chapter V Sanctions

Art. 41

Businessmen who must ask for the incorporation or for he registering of a mention have to submit a signature or certain deeds, and who do not observe the legal dispositions and the provided term, will be bound, by ruling of court, to pay a civil fine from 1000 up to 25000 lei. The civil fine is from 2000 to 50000 lei, in case the incorporation, mention, submittance of signature or deed, are in the charge of a commercial company. If there are many persons bound to fulfilment the fine is to be imposed to each of them.

Art. 42

Businessmen who will not observe the obligations provided by art.26 will be obligated, by running of court, to pay a civil fine of 1000 to 5000 lei.

Art. 43

The instance notification for imposing of the fines provided by art. 41 may be done by any interested person as well by the territorial chamber for trade and industry by which the Commercial Register Office operates, where the approval was asked for, or the incorporation or mention registering or signature submittance as well as the deed had to be demanded; in the case provided by art.42, the notification may be done by the territorial chamber for trade and industry by which the commercial register Office operates where the trade-mark incorporation had been made.

Art. 44

The civil fines provided by art.41 and 42 are subject to common law regime of the Code of Civil Procedure and are to be imposed by the territorial court on whose territorial area the fact, was produced.

Art. 45

The person who falsely made inaccurate statements, on whose basis an incorporation or mention was registered with the Commercial Register, will be sentenced to jail from 10,000 lei to 50,000 lei if, according to the law, the fact does not represent a more severe infringement of the law. By ruling passed, the court will also order changing or striking off the inaccurate incorporation or mention.

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Chapter VI Final and Transitory Dispositions

Art. 46

In those districts, where chambers for trade and industry are not set-up, the Commercial register offices are organised and function by the territorial Chamber for Trade and Industry, established by the Chamber for Trade and Industry of Romania.

Art. 47

The insurance of the proper premises and of the necessary material conditions for carrying on the activity of the Commercial Register National Office and of every Commercial Register Office, is made, for 1990-1991 by the prefect's office and respectively by the Bucharest City hall. The assets endowed to the offices are to be transferred without any charge to the territorial chambers for trade and industry, becomes their property, until January 1, 1992.

Art. 48

The Chamber for Trade and Industry of Romania and the territorial, chambers for trade and industry will ensure the implementation of the unitary information system of the Commercial Register information system if the amounts cashed as registration duties do not cover the necessary expenses for these offices organising and operation. The provision of the present law referring to districts and prefect's offices are also to be applied to Bucharest city, respectively to Bucharest City hall.

Art. 49

Commercial Companies with foreign capital participation, set-up before the present law coming into force, will be incorporated with the Commercial Register without any legal charge, on basis of the certificate issued by the Ministry of Finance.

Art. 50

Within at most 45 days from the law coming into force, the existing businessmen at the date are forced to fulfil the formalities for incorporation and registration of documents and mentions provided by law.

Art. 51

The present law will come into force within 30 days from the publication in Monitorul Oficial of Romania.

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