Registration with the trade register

Commercial register – concept / Setting up a company / Changes to a company / Penalties / How we can help you

Commercial register – concept

The Trade Register is a register organised at both national and local level in which all the operations provided for by law concerning traders are registered, regardless of their type (e.g. limited liability companies, joint-stock companies, sole proprietorships, etc.) and regardless of their type and/or nature (e.g. setting up a new company, relocation of a company from one locality to another, change in the structure of shareholders of a company, increase in share capital, initiation of insolvency proceedings, dissolution of the company, liquidation of the company, etc.).

For information on setting up a company please go to the section Setting up a company.

The Trade Register is organised and administered by the public authorities/institutions of the Romanian state.

This register is a public register in the sense that any person can, at any time, obtain a series of information on a particular company (e.g. when it was established, how many and who are its shareholders, who is the administrator representing the company, whether the company is insolvent or not, what is the number of employees of the company, what was the annual turnover of the company, whether the company was in profit or loss, etc.).

Setting up a company

Companies in Romania come into existence through the authorisation of their operation by the Trade Register Office, by registering them in the Trade Register.

Even if all the company documents have been completed, until the Commercial Registry Office authorises the establishment and operation of the company, the company is deemed not to exist.

Changes to a company

As a general rule, any change to the company’s documents must be registered with the trade register:

• change of registered office;
• change of the object of activity;
• changing the structure of associates;
• change of administrators;
• increase or reduction of share capital;
• dissolution of the company;
• liquidation of the company;
• merger or division;
• the deregistration of the company.

For more information on appointing or removing directors of a company please visit the Appointing and removing a director section.

For information on changing the shareholder/shareholder structure of a company please go to the section Disposal of shares/shares.

For information on the dissolution of companies, please go to Dissolution of companies.

Sanctions

As a general rule, failure to enter the transactions required by law in the commercial register renders them unenforceable against third parties (only the documents and information in the commercial register are deemed to be true vis-à-vis third parties).

How we can help you

Our team of lawyers can provide you with legal advice, legal assistance and representation on any matter relating to business registration operations:

• obtaining data and information on a specific company;
• identify whether or not a particular transaction is subject to entry in the commercial register;
• drawing up all the necessary documents for registering the operation in question in the trade register;
• legal assistance and representation before the Trade Registry Office for the registration of the operation;
• obtaining the documents proving that the entry has been made in the commercial register.

Additional information on registration with the commercial register