Jean Monnet Street 5B, District 1, Bucharest (Dorobantilor Square - Charles de Gaulle - Primaverii)
Legal form change, name, CAEN code Change /
Expand / Restrict Object of Activity Increase / Decrease of share capital

IN THE EXISTANCE OF A COMPANY, IT COULD AND SOMETIMES MAY BE OBLIGATED TO SUFFER CHANGES

Among the changes that a company may suffer during its existence, we would like to mention:
CHANGING THE LEGAL FORM OF THE COMPANY
According to Law no. 31/1990 on commercial companies, a company has the possibility to change its legal form, regardless of the form for which it opted for in the establishment, when the reasons related to the carrying out of the activity impose it.

Required documents:
● Identity Cards of the Associates;
● The constitutive act of the company in original;
● The registration certificate and, as the case may be, the annex (s) in original;
● IDs of founders, administrators, auditors, newly appointed auditors;
● Prior notice provided by special laws, if any;
● Signature specimens of legal representatives;
● Evidence of making new contributions to raise share capital, if any.

Services:
● Completing the application for registration;
● Conceiving and drafting the modifying act of the constitutive act - Decision of the General Assembly of the Associates / Shareholders / Decision of the sole associate;
● Conceiving and drafting the constitutive act corresponding to the new legal form of the company;
● Completing the own-liability statements of new associates / shareholders / newly appointed administrators or auditors;
● Completion of the standard-type statement on behalf of Associates or Administrators Model 1 or Model 2, as the case may be;
● Submission of the file to the Trade Registry.
COMPANY NAME MODIFICATION
The name of the company is a mandatory element when it is established and is stipulated in the constitutive act.

The name of the company is often chosen in accordance with the activities the company carries out at the time of establishment, which is why, in time, it is necessary to change it, depending on the transformations of the object of activity.

Required documents:
● Identity documents of associates;
● The Company's Founding Act;
● Registration certificate and appendix (s) in original.

Services:
● Obtaining proof of the availability of the name;
● Completing the application for registration;
● Conceiving and drafting the modifying act of the constitutive act - Decision of the General Assembly of the Associates / Shareholders / Decision of the sole associate;
● Conceiving and drafting the updated constitutive act;
● Submission of the file at the Trade Registry.
SOCIAL CAPITAL INCREASE
The increase of the share capital can take place when:
- it is necessary to buy financial funds;
- there are legal provisions in this respect;
- transformation of an LLC into SA;
- there is a need to increase the guarantees that the company presents to creditors.

Required documents:
● Identity documents of associates;
● The Company's Founding Act;
● Proof of ownership of the associate / shareholder / legal entity member on in-kind contribution; if the contribution is made up of a building, attach the original land book extract;
● The evaluation report drawn up by an accounting expert, if there are contributions in kind;
● Evidence of payment of contributions to the share capital.

Services:
● Completing the application for registration;
● Conceiving and drafting the modifying act of the constitutive act - Decision of the general meeting of the shareholders / associates / Decision of the sole associate;
● Design and drafting of the updated constitutive act with the modifications resulting from the capital increase;
● Submission of the file at the Trade Registry.
REDUCING SOCIAL CAPITAL
The reduction of share capital is mainly used in a situation when the company had poor economic activity, which led to the loss of a part of the company’s assets, or when the registered capital at the founding of the company proved to be too high for the needs of the company.

Required documents:
● Identity documents of associates;
● The Company's Founding Act;
● Proof of ownership of the associate / shareholder / legal entity member on in-kind contribution; if the contribution is made up of a building, attach the original land book extract;
● Prior notice on the share capital limit provided for by special laws, if any.

Services:
● Completing the application for registration;
● Conceiving and drafting the modifying act of the constitutive act - Decision of the general meeting of the shareholders / associates / Decision of the sole associate;
● Design and drafting of the updated constitutive act with the modifications resulting from the capital reduction;
● Submission of the file at the Trade Registry.
MODIFICATION OF THE OBJECT OF ACTIVITY
The subject matter of the company may require changes during its existence, depending on the company's economic prospects or strategies. Even if the company started with a set of objects, it is possible to add / change them in response to a need for development / change of society.

Required documents:
● Identity documents of associates;
● The Company's Founding Act;
● Registration certificate and appendix (s) in original;
● Prior notice provided for by special laws, if any

Services:
● Completing the application for registration;
● Conceiving and drafting the modifying act of the constitutive act - Decision of the General Assembly of the Associates / Shareholders / Decision of the sole associate;
● Conceiving and drafting the updated constitutive act;
● Submission of the file at the Trade Registry.
CHANGING THE REGISTERED OFFICE IN THE SAME COUNTY / OTHER COUNTY
In practice, there are frequently encountered situations where there is a need to change the headquarters of a company from a plurality of possible reasons: the increase or reduction of the activity requires it or the act under which the headquarters is held is to cease its validity.

Required documents:
● Identity documents of associates;
● The Company's Founding Act;
● Registration certificate and appendix (s) in original;
● Evidence of headquarters hosting;
● The approval document of association of owners and neighbors.

Services:
● Completing the application for registration;
● Conceiving, drafting and certifying the ownership of the headquarters, if it is not owned by the company;
● Decision of the General Meeting of the Associates / Shareholders / Decision of the sole associate;
● Filling in the declaration - type 1 or model 2;
● Conceiving and drafting the updated constitutive act;
● Submission of the file at the Trade Registry.
BRANCH REGISTRATION
Branches lack legal personality and are registered before the commencement of their activity in the Trade Register in the county in which they will operate.

The branch enjoys a certain degree of autonomy but does not participate in its own name in the legal circuit, being economically and legally subordinated to the parent company. However, the branch has its own identifying attributes and, within the limits of the powers conferred, has a representation function in relation to third parties.

Required documents:
● Identity documents of associates;
● Founding act of the Founding Society; for founding societies based abroad, the articles of association and the status of the foreign economic agent if contained in separate documents together with all modifications to these documents or the updated act, original or certified copy and translation by an authorized translator whose signature is legalized by a public notary;
● Proof of the registered office;
● Owners 'and neighbors' association agreement (for apartments only);
● Signature specimen of the person empowered to represent the branch;
● For founding companies in EU Member States, accounting documents audited and published in accordance with the law of the Member State governing the founding company;
● In the case of the branches of the trader from the EU member states, the accounting documents of the foreign economic agent, as they are prepared, audited and published in accordance with the law of the Member State governing the overseas economic agent;
● In the case of branches of economic agents from non-EU or European Economic Area countries, documents certifying the foreign trade company's registered office, its object of activity and, at least annually, the amount of the subscribed capital, if this information is not in the documents stipulated in the articles of association and the status of the foreign economic agent, audited and published in accordance with the Romanian law, except where the foreign economic agent’s law provides for equivalent regulations to those in the EU;
● Certified certificate from the register in which the foreign economic agent is registered, certifying the existence of the company signature specimens of the branch's empowered agents;
● Evidence of the office branch

Services:
● Completing the application for registration;
● Designing and drafting the Decision of the General Meeting of the Associates / Shareholders or the Sole Associate Decision;
● Design and draft the Decision of the competent statutory body on the establishment of the branch;
● Writing the statements made on their own responsibility by the persons empowered to represent the branch;
● Submission of the file to economic agent the Trade Registry
BRANCH CLOSURE
The branch enjoys a certain degree of autonomy but does not participate in its own name in the legal circuit, being economically and legally subordinated to the parent company. However, the branch has its own identifying attributes and, within the limits of the powers conferred, has a representation function in relation to third parties. For closing a branch, it is necessary to go through a procedure before the National Trade Register Office.

Required documents:
● Identity documents of associates;
● The Company's Founding Act;
● Branch registration certificate and original attachment

Services:
● Completing the removal request;
● Designing and drafting the decision of the sole associate / Decision of the General Meeting of the Associates / Shareholders;
● Submission of the file at the Trade Registry.
MATERIAL ERROR CORRECTION
In the case of registrations that do not correspond to reality in the Trade Register, when registering the documents or mentions, the procedure for correcting the material error must be followed.

Required documents:
● Enrollment from error;
● Act from which the correct listing results.

Services:
● Design and drafting of the rectifying act;
● Completing the application for registration in the Trade Register;
● Submission of the file at the Trade Registry
FUNCTION DURATION EXTENTION
When a company is provided by the constitutive act to operate for a determined duration, it is possible to extend the duration of the operation, by performing the appropriate formalities at the Trade Register.

Required documents:
● Identity Cards of the Associates;
● The constitutive act of the company in its original;
● Prior notice provided for by special laws, if any

Services:
● Completing the application for registration;
● Completing the application for submission and mention of documents;
● Conceiving and drafting the constitutive act corresponding to the new legal form of the company;
● Obtaining the extract from the Official Monitor of Romania, Part IV, in which the decision to extend the working period was published;
● Conceiving and drafting the updated constitutive act;
● Submission of the file at the Trade Registry.
TEMPORARY SUSPENSION / RESUME ACTIVITY
The market situation, the financial results, the economic context and the strategy of the company may lead to a situation where it is necessary to suspend and / or resume the activity of the commercial company. This is done by entering and registering mentions at the Trade Registry.

Required documents:
● Identity Cards of the Associates;
● Finding certificates issued on the basis of type-declarations on their own responsibility for the authorization of the activity;
● Certificate issued on the basis of the type-declaration submitted on the suspension of the activity (upon resumption of the activity);
● Own-account statement on operating authorization.

Services:
● Completing the application for registration;
● Design and drafting of the General Meeting of the Shareholders / Shareholders' Decisions / Sole Associate’s Decision;
● Filling in the type-declaration on your own responsibility, showing that the company is not operating;
● Typical Statement of Authorization for Operation;
● Certificate issued by the suspension of activity;
● Submission of the file at the Trade Registry.
MODIFICATION OF ASSOCIATES’ / ADMINISTRATORS’ DATA
There may be cases in which changes occur in the identification data of associates, administrators, censors, liquidators, persons empowered to represent company, which is why amendments to the company's acts are necessary.

Required documents:
● Proof of the new identification data;
● The company's constitutive act.

Services:
● Completing the application for registration;
● Conceiving and drafting the updated constitutive act, if any;
● Submission of the file at the Trade Registry.
APPOINTMENT / REVOCATION OF AN ADMINISTRATOR
The administrator, the natural or legal person, is the one who fulfills the will of the company, expressed through the decisions of the General Assembly of the Associates. In practice, there may be a need to appoint or revoke a manager that better meets / does not meet the required obligations.

Required documents:
● Identity of the Associates;
● The constitutive act of the company in original;
● New Administrator signature specimen;
● Authentic declaration on the sole responsibility of the natural person, a foreign citizen, in his own name or as a representative of a foreign legal person not registered in Romania, showing that he has no tax debts, in the original and, as the case may be, the translation made by an authorized translator whose signature is legalized by a public notary;
● If applicable, the registration document of the Romanian legal persons who hold the capacity of administrator in a certified copy and originally accompanied by the translation made by an authorized translator whose signature is legalized by a notary in the case of foreign legal persons.

Services:
● Completing the application for registration;
● Conceiving and drafting the modifying act of the constitutive act - Decision of the General Assembly of the Associates / Shareholders / Decision of the sole associate;
● Conceiving and drafting the constitutive act;
● Completion of the declarations under the responsibility of the new administrator to accept the appointment and fulfillment of the legal conditions;
● Submission of the file at the Trade Registry.
REMOVAL / EXCLUSION OF A PARTNER
Withdrawal of a partner from a company may occur:
- in the cases stipulated in the articles of association, with the consent of all other associates;
- on the basis of a court decision, if the constitutive act does not contain provisions in this respect and the unanimous agreement of the associates can not be met.

The exclusion of a company associate can not take place under conditions other than the express and limitation provided by law: the situation in which the associate is involved in the administration of the company, the use of the assets of the company and the conduct of certain acts of competition.

The excluded partner is entitled to profit and bear the losses until the day of his exclusion. The withdrawn associate has the right to his social shares, which are established either by the agreement of the associates or by an expert appointed by them, or by the court.

Required documents:
● Identity Cards of the Associates;
● The constitutive act of the company in its original;
● Irrevocable court decision to exclude or, as the case may be, to withdraw, in a copy certified by the court.

Services:
● Completing the application for registration;
● Conceiving and drafting the modifying act of the constitutive act - Decision of the General Assembly of the Associates / Shareholders / Decision of the sole associate;
● Conceiving and drafting the updated constitutive act;
● Submission of the file at the Trade Registry.
REGISTRATION / CLOSURE OF A WORK POINT
The work point is the space where the company actually carries out its activity, according to the object of activity established by the constitutive act.

Required documents:
● Identity Cards of the Associates;
● The constitutive act of the company in its original;
● Evidence of hosting the work point (act of ownership, rental or loan);
● The association of owners and neighbors.

Services:
● Completing the application for registration;
● Conceiving, drafting and certifying the act of holding the working point, if it is not owned by the company;
● Decision of the General Assembly of the shareholders / associates / Decision of the sole associate;
● Filling in the declaration - type 1 or model 2;
● Submission of the file at the Trade Registry.
ACTIVITY RECODIFICATION CAEN CODE REV. 2
Certain changes in the company's strategy may generate the need to change the business object of the company. Recoding of CAEN codes is necessary for companies that have remained with CAEN Rev. 1, i.e. those before 27/03/2008.

Required documents:
● Registration Certificate - in original;
● Decision of the General Assembly;
● Additional Act / Unique Associated Decision;
● Updated Constitutive Act

Services:
● Completion of the request for updating the object according to CAEN Rev. 2;
● Completing the request for ordering documents;
● Submission of the file at the Trade Registry
ASSIGNMENT OF SOCIAL SHARES
Assignment of shares is a legal operation whereby a contract for the assignment of social shares is passed on to one or more persons, through which they acquire the capacity of associates. The transmitter is called the assignor, and the acquirer bears the name of the transferee.

Required documents:
● Associate and assignee identity documents;
● The Company's Founding Act;
● Tax registration certificates for associates entering the company, if the transmission of the parties of interest or shares is made to persons outside the company;
● If, according to the transfer acts, gains were obtained by the transferor from the sale of the shares, the gains determined as the positive difference between the selling price and the nominal value / the purchase price, the documents for payment of the tax on the income.

Services:
● Completing the application for registration;
● Design and drafting of the amending act to the constitutive act - Decision of the General Assembly of the Associates / Decision of the sole associate;
● Writing declarations given on their own responsibility by the sole / new associate;
● Conceiving and drafting the updated constitutive act with the changes resulting from the assignment;
● Submission of the file at the Trade Registry.
SUBSIDIARY REGISTRATION
The subsidiary is a company with legal personality, which participates in the legal relations in its own name, acquires rights and assumes obligations, with the assumption of its own liability.

Required documents:
● Copy C.I. / Passport of the Associates;
● Copy of ownership of the registered office;
● Neighborhood Agreement / Owners Association Agreement;
● administrator’s signature specimen;
● Proof of depositing the share capital at the bank;
● Reserving the Company Name at the Trade Registry.

Services:
● Reservation of the company name;
● Conceiving, editing and authenticating the following documents:
- Loan Contract / Rent for the place where the registered office of the company is established;
- Constitutive Act;
- Affiliate Statement;
● Request Form (O.NR.C form);
● Completion Statement (O.NR.C form);
● Completing the Fiscal Vector Annex (O.NR.C form);
● Submission of the file to the Trade Registry;
● Representation before the persons designated by the Director of the institution responsible for verifying and authorizing the inscription in the Trade Register.

The above prices aim at setting up a company with a single Romanian citizen. For each additional associate, the amount of 50 Lei is added to the displayed price.
For the offer regarding associated foreign citizen or company, we invite you to contact us.

Setting up a business involves the following taxes, which are not included in our set up price:

● Registration and publication fees in the Official Monitor;
● Social capital;
● Signature specimen (to be signed personally only in front of the public notary).

EACH CLIENT IS SPECIAL AND IMPORTANT TO US,
THEREFORE ALL DETAILS ARE DISCUSSED IN A PRIVATE AND CONFIDENTIAL MEETING.

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