What information does the Romanian Trade Register hold?
Romania’s National Trade Register Office is a public body with legal personality, under the authority of the Ministry of Justice. The Office is responsible for keeping, organising and managing the central computerised trade register.
There are a number of Trade Register offices under the authority of the National Trade Register Office, in Bucharest and in each of the 41 counties in Romania. They are responsible for keeping, organising and managing local trade registers.
In accordance with Law No 26/1990, the Trade Register contains information relating to the professionals entered in the register, as follows:
- national companies;
- national enterprises;
- public corporations;
- cooperative companies;
- cooperative organisations;
- economic interest groupings;
- European economic interest groupings;
- European companies;
- European cooperative companies;
- sole traders;
- sole proprietorships;
- family businesses, and
- other natural or legal persons provided for by law.
The Trade Register records all documents, acts, mentions and the identity of the professionals concerned, the recording of which is required by law, and any other acts or documents expressly provided for by law.
The Trade Register's website provides the following:
2. information and services organised into sections and services;
3. information relating to the National Trade Register Office and the Trade Register offices attached to tribunals;
4. various items of public information - free access;
5. forms used by the institution;
6. formalities for entering records in the Trade Register for each category of professional and operations;
7. statistical data regarding the operations recorded.
- history of the institution
- ORC [Trade Register Office] network
- forms (for professionals, etc.) and formalities
- charges and fees for ONRC [National Trade Register Office] services
- statistical data
The online services provided by the National Trade Register Office are available on its e-services portal, which has been developed through the Sectoral Operational Programme ‘Increasing Economic Competitiveness’, ‘Investments for your future!’ under the project ‘Online services (e-Government) provided by the National Trade Register Office to the business community via a dedicated portal’.
The online services provided by the National Trade Register Office via the e-services portal include the following:
- Recom online;
- Verification of availability of company name and online reservation of company name;
- Preliminary checks (availability and/or reservation of name/logo for legal/natural persons, sole proprietorships/family businesses);
- Entering records in the Trade Register and authorising legal persons;
- Updating the contact details of the companies registered in the Trade Register;
- Obtaining up-to-date information regarding the company's past activities, statistical data;
- Issuing documents (certificates);
- State of the case;
- Notification of applications submitted to the Trade Register;
- Decisions postponing applications submitted to the Trade Register;
- Publication of information on the various situations of legal persons;
- Statistical data (operations in the central trade register, companies with foreign capital);
- Trade Register offline form.
The 'Recom online' service provides the following information on professionals:
- name and form of organisation;
- identification information (order number in Trade Register, European Unique Identifier, Unique Registration Code, registered office, company contact details (telephone, fax);
- registered office (document proving the registered office, date from which proof of registered office is valid, date of expiry of the proof of registered office, duration of registered office);
- subscribed and paid-in capital;
- main activity of the professional declared/authorised;
- secondary activities of the professional declared/authorised;
- data regarding the identification of the associated natural and legal persons;
- data regarding the identification of the directors;
- data regarding the logos:
- data regarding branches/subsidiaries/subdivisions (registered office, telephone);
- data regarding secondary offices/working locations (registered office, telephone);
- data regarding registered offices and/or activities authorised under Article 15 of Law No 359/2004;
- data regarding property rights;
- data regarding arrangements with creditors;
- data regarding facts covered by Article 21(e) to (h) of Law 26/1990;
- data regarding the other mentions;
- data regarding the balance sheet (turnover, average number of employees, gross profit), where such information has been provided by the Ministry of Public Finance.
Is access to Romania's Trade Register free of charge?
The information provided by the Trade Register can be accessed online via the e-services portal of the National Trade Register Office. Access to the information is allowed after registration as a user (by creating a username and password) and is free of charge.
The information in the National Trade Register Office portal is structured by services provided. Some information may be accessed free of charge, some for a fee, in accordance with the legislation in force.
The information available includes the following:
- General information for persons interested in carrying out certain regulated activities, as applicable (professionals, natural persons, legal persons, public bodies and authorities, etc.), is available here.
- The subscription-based component of the ‘Recom online’ service is available after conclusion of a contract with the beneficiary. Access is ensured 24 hours a day.
- The status of applications for registration in the Trade Register can be accessed free of charge.
- The section regarding the decisions postponing registration applications submitted to the Trade Register can be consulted free of charge.
- Certain public information (financial statements, voluntary dissolutions, statutory dissolutions, etc.) can be accessed free of charge.
All sections of the website https://www.onrc.ro/index.php/en can be accessed free of charge and are available 24 hours a day.
How to search Romania’s Trade Register
The information available free of charge through the service Recom on-line can be searched using the following criteria:
- name of the professional;
- Trade Register number;
- unique registration number;
- county where the registered office is located;
General information for interested persons available free-of-charge from the online Recom service includes:
- name of the professional registered in the Trade Register;
- Trade Register number;
- European Unique Identifier (EUID);
- unique registration number;
- address of the registered office/professional;
- company status (e.g. function, dissolution, liquidation, bankruptcy, deregistered);
History of Romania's Trade Register
The Trade Register was set up in 1990, pursuant to Law No 26/1990 on the Trade Register.
A dedicated portal providing new online services to the business community and other interested persons was launched in the second half of 2011.
Objectives of the National Trade Register Office:
- informing the business community, public bodies, the media and other interested persons on operations in the Trade Register;
- reducing the time needed to access information;
- reducing congestion at the Trade Register offices;
- reducing the time needed to submit registration documents to the Trade Register;
- simplifying procedures for the registration of professionals, the provision of financial information, and requests for information and documents;
- providing online applicants with real-time information on data in the Trade Register.
To what extent can the documents in the register be relied upon?
The Romanian Trade Register has been set up and operates in accordance with Law No 26/1990 on the Trade Register, republished, as amended. Authorisation for the establishment of entities subject to the obligation to be entered in the Trade Register, the operation thereof and registrations in the Trade Register, and registration of any amendment to the founding documents, or other aspects expressly provided for, is issued in accordance with Law No 26/1990, Government Emergency Order No 116/2009, Law No 359/2004, and the Implementing rules for keeping trade registers, recording operations and providing information, approved by Order No 2594/C/2008 of the Minister of Justice. The specific aspects of each type of activity that is subject to the obligation to be entered in the Trade Register are governed by specific legislative acts. The most important are Company Law No 31/1990, Law No 1/2005 on the organisation and functioning of cooperatives, Agricultural Cooperatives Law 566/2004, Government Emergency Order No 44/2008 on the performance of business activities by sole traders, sole proprietorships and family businesses, and Law No 161/2003 on certain measures for ensuring transparency in holding public office, exercising public functions or conducting business, and for preventing and penalising corruption.
The national provisions below state that third parties can rely on the information and documents in the Trade Register, in accordance with Article 17 of Directive (EU) of 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law.
- Article 1(1) of Law No 26/1990 on the Trade Register, republished, as amended, states that ‘before starting an economic activity, the following natural or legal persons shall apply to be registered or entered, as applicable, in the Trade Register: sole traders, sole proprietorships and family businesses, companies, national enterprises and national companies, public corporations, economic interest groupings, cooperative companies, cooperative organisations, European companies, European cooperative companies, and European economic interest groupings with main offices in Romania, and other natural or legal persons as provided for by law.’
Furthermore, Article 1(2) of the aforementioned Law states that ‘in the course of their activity or at the end thereof, the natural and legal persons referred to in paragraph (1) shall request that mentions relating to documents and acts subject to statutory registration be entered in the same register.’
- Provision of information entered in the Trade Register and the issuance of copies of related documents take place in accordance with Article 4 of Law No 26/1990 on the Trade Register, republished, as amended.
(1) The Trade Register is publicly available.
(2) The Trade Register Office shall provide, at the expense of the person registering the request, information, extracts from the register and certificates regarding the data registered in the Trade Register and certificates confirming whether or not a given document or act has been recorded, copies and certified copies of the records in the register and the documents submitted, for which a fee will be charged.
(3) The documents referred to in paragraph (2) may also be requested and issued by post.
(4) The documents mentioned in paragraph (2), in electronic format, with an extended electronic signature included, attached or linked, may be requested and issued by electronic means via the online services portal of the National Trade Register Office. They may also be requested via the electronic Point of Single Contact (PSC), in accordance with Government Emergency Order No 49/2009 on the freedom of establishment of service providers and the freedom to provide services in Romania, as amended by Law No 68/2010.
(5) The charges for providing copies and/or information, regardless of the method of delivery, may not exceed the administrative costs incurred for the provision thereof.
(1) Electronic copies of the documents and information referred to in Article 4 shall also be made available to the public through the trade registers interconnection system, at the applicant’s expense.
(2) The charges levied for providing copies and/or information from the Trade Register through the trade registers interconnection system shall not exceed the associated administrative costs.
The enforceability of the documents and acts of persons subject to the obligation to be entered in the Trade Register is provided for under Article 5 of Law No 26/1990 on the Trade Register, republished, as amended:
(1) Registration and mentions may be enforced against third parties as from the date they are entered in the Trade Register or published in Part IV of the Official Gazette of Romania, or in another publication, as provided for by law.
(2) Persons subject to the obligation to request that a record be entered may not claim enforceability against third parties of unrecorded documents or acts, unless they can prove that the latter were aware of those documents and acts.
(3) The National Trade Register Office shall publish on its website and on the online services portal and submit for publication on the European e-Justice Portal up-to-date information on national law as regards the advertising and enforceability against third parties of documents, acts and mentions of persons required to register in the commercial register.’
Moreover, companies are subject to special provisions in this respect, i.e. Articles 50-53 of Companies Law No 31/1990, republished, as amended:
(1)Documents or acts that have not been publicised as stipulated by the law cannot be enforced against third parties, unless the company can prove that the latter were aware of them.
(2) Any operations carried out by a company before the 16th day from publication in Part IV of the Official Gazette of Romania of the report of the hearing judge (at present, applications can be decided on by the Director of the Trade Register Office/person appointed by the Director-General of the National Trade Register Office, in accordance with Government Emergency Order No 116/2009, as amended) shall not be enforceable against third parties, if the latter can prove that it was impossible to know of such operations.
However, third parties may invoke documents or acts that have not been publicised, unless the fact that they were not publicised cancels their effect.
(1) In the event of inconsistency between the text submitted to the Trade Register office and the text published in Part IV of the Official Gazette of Romania, or in the newspapers, the company cannot enforce the published text against third parties. Third parties may enforce the published text against the company, unless the company can prove that they were aware of the text submitted to the Trade Register office.
Article 12(1) of Law No 26/1990 on the Trade Register, republished, as amended, states as follows:
(1) The Trade Register shall consist of a register for recording legal persons that are companies, national companies or national enterprises, public corporations, economic interest groupings, cooperative organisations, European companies, European economic interest groupings, or other legal persons expressly provided for by law with main or secondary offices in Romania, a register for recording legal persons that are cooperative companies or European cooperative companies with main or secondary offices in Romania, and a register for recording sole traders, sole proprietorships and family businesses with professional or secondary offices in Romania. These registers shall be kept in a computerised system.
- Article 6(1) of Law No 26/1990 on the Trade Register, republished, as amended, in conjunction with Article 1 of Government Emergency Order No 116/2009 on introducing certain measures relating to entering records in the Trade Register, approved with amendments by Law No 84/2010states that ‘records are entered in the Trade Register based on the decision of the Director of the Trade Register Office/person appointed by the Director-General of the National Trade Register Office or, where applicable, a final court judgment, except where the law provides otherwise’.
Article 26(1) of Law No 26/1990 on the Trade Register, republished, as amended, states that ‘The date of recording in the Trade Register is the date when the record was actually entered in the Register.’
Article 26(1) of Law No 26/1990 on the Trade Register, republished, as amended, states that ‘records in the Trade Register are entered within 24 hours of the date of the decision issued by the Director of the Trade Register office/person appointed by the Director-General of the National Trade Register Office, and in the case of registration of a professional, within 24 hours of the date of the decision authorising the registration’.
Under Article 51(2) of Law No 26/1990 on the Trade Register, republished, as amended, ‘records in the Trade Register are entered electronically, both at the Trade Register offices attached to tribunals and in the central computerised register.
More information available here.
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