Business registers in EU countries

Romania

This section provides an overview of the Romanian Trade Register, kept by the Ministry of Justice – National Trade Register Office.

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Romania

History of the national register establishment

When was it founded?

The Trade Register was set up in 1990, pursuant to Law No 26/1990 on the Trade Register.

Under Government Emergency Order No 129 of 10 October 2002 amending Law No 26/1990 on the trade register and Government Emergency Order No 76/2001 concerning the simplification of certain administrative formalities for the registration and authorisation of operations performed by traders, the National Trade Register Office in Romania 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.

When was it digitised?

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.

What is the current applicable legislation?

Law No 26/1990

Government Emergency Order No 116 of 2009

Law No 31/1990

Government Emergency Order No 44/2008

Implementing rules of 10 October 2008 on keeping trade registers

Law No 359/2004

Law No 129/2019

Rules of organisation and functioning of the National Trade Register Office and the Trade Register offices attached to tribunals

Decision approving the charges and fees for certain operations performed by the National Trade Register Office and the Trade Register offices attached to tribunals

What information does the business register offer?

Who has the right to access the register?

Access to the information published on the ONRC website is free of charge for any interested person and is ensured 24 hours a day. The website provides access to information on:

  • forms and documents required to enter records in the Trade Register and in the Central Beneficial Ownership Register;
  • the forms required and the means to issue certificates, how to obtain information, copies / certified copies, duplicates;
  • general information for persons interested in carrying out certain regulated activities, as applicable (professionals, natural persons, legal persons, public bodies and authorities, etc.);
  • legislation applicable to the Trade Register/Central Beneficial Ownership Register;
  • public interest information;
  • communications/press releases, events;
  • information on the processing of personal data;
  • ONRC/ORCT [Trade Register offices attached to tribunals] contact details (registered office address, e-mail, phone/fax number).

The Trade Register's website provides the following:

  1. documents;
  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. formalities for entering records in the Beneficial Ownership Register kept by the National Trade Register Office for legal persons who are required to apply to be listed in the Trade Register, except for public corporations as well as national enterprises and national companies;
  8. 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
    • services
    • legislation
    • statistical data
    • media

►Access to the information on the e-services portal of the National Trade Register Office is free of charge, 24 hours a day, and granted after registration as a user (by creating a username and password), which is free of charge.

The information on the National Trade Register Office portal is organised by services provided free of charge or for a fee in accordance with the law in force.

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 online services provided by the National Trade Register Office are available on its e-services portal, which was developed under the Sectoral Operational Programme ‘Increase of 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:

  • Infocert;
  • 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 in the Trade Register Electronic Bulletin [Buletinul Electronic al Registrului Comerțului - BERC];
  • statistical data (operations in the central trade register, companies with foreign capital);
  • Trade Register offline form;
  • registration of the declaration on the beneficial owner of the legal person;
  • provision of information from the Central Beneficial Ownership Register.

The 'Recom online' service, which is a subscription-based component, is accessible after a contract has been concluded with the beneficial owner, 24 hours a day, and provides the following information on professionals, for a fee:

  • name and form of organisation;
  • identification information (order number in Trade Register, European Unique Identifier, Unique Registration Code, registered office/business address, company contact details (telephone, fax);
  • registered office/business (registered office attestation, 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/work sites (registered office, telephone);
  • data regarding registered offices and/or activities authorised under Article 15 of Law No 359/2004;
  • data regarding ownership;
  • data regarding arrangements with creditors;
  • data regarding facts covered by Article 21(e) to (h) of Law No 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.

The services available free of charge include:

  • Recom online - the free component of the service;
  • eForms;
  • the online application to be listed in the professionals trade register;
  • the online registration of the declaration regarding the beneficial owners of legal persons;
  • online access to information in the Central Beneficial Ownership Register (for authorities/institutions with supervisory/control powers and reporting entities when applying Know Your Customer measures);
  • verification of availability of company name and online reservation of company name;
  • information about the status of applications for registration in the Trade Register;
  • consultation of the section regarding decisions to postpone the handling of applications for registration in the Trade Register;
  • access to certain public information (financial statements, voluntary dissolutions, statutory dissolutions, etc.) via the Trade Register Electronic Bulletin (BERC).

The main services provided by the Trade Register Electronic Bulletin are:

  • Consultation of the professionals’ articles published
  • Consultation of bulletins where the professionals’ articles are published
  • Issuance of the document attesting to the publication of an article (proof of publication)
  • Receipt of notification on articles published
  • Provision of reports of interest

IMPORTANT: All sections of the website and the portal can be accessed free of charge, 24 hours a day.

► Access to the information recorded in the Trade Register

The information recorded in the Trade Register is provided and copies of related documents are issued in accordance with Article 4 of Law No 26/1990 on the Trade Register, as republished, as subsequently amended and supplemented:

  1. The Trade Register is publicly available.
  2. The Trade Register Office must provide, at the expense of the requester, information, extracts from the register and certificates regarding the entries in the Trade Register and certificates confirming whether or not a given document or act has been recorded, copies and certified copies of the entries in the register and of records from the documents submitted, for a fee.
  3. The documents referred to in paragraph (2) may also be requested and issued by post.
  4. The documents listed 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 e-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, approved as amended and supplemented by Law No 68/2010.
  5. The fees charged for the issue of copies and/or information, regardless of the issuance method, may not exceed the administrative costs incurred with the issuance thereof.

Article 41

  1. Electronic copies of the documents and information referred to in Article 4 shall also be made publicly available through the trade registers interconnection system, at the applicant’s expense.
  2. The fees charged for the issuance of copies and/or information from the Trade Register, through the trade registers interconnection system, shall not exceed the related administrative costs.

What information does the register hold?

Which data types are stored (entities entered in the public register, information on insolvency, financial reports…)?

In accordance with Law No 26/1990, the Trade Register contains information relating to registered professionals, as follows:

  • companies;
  • 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.

Legal persons listed in the Trade Register or, where applicable, interested persons must submit the following documents to ORCT as entries to the Trade Register:

  1. the equity issue prospectus with a view to establishing the joint stock company through public subscription and to having its publication authorised by the ORCT Director/appointed person, as well as any amendment thereto;
  2. the equity issue prospectus with a view to increasing the share capital of joint stock companies through public subscription and to having its publication authorised by the ORCT Director/appointed person, as well as any amendment thereto;
  3. the decision of the managing body, where entry of such information in the Trade Register and publication are mandatory under the law;
  4. proof of extension of the time limit for legally holding the premises of the registered and/or secondary office;
  5. final liquidation and assets distribution statements and, where applicable, the compte rendu concerning the management work done by administrators and members of the board, if one or more of these persons is/are appointed as liquidators;
  6. the documents related to business operations;
  7. the registers and documents of the legal person deregistered, where there are no more associates/shareholders/members or where they refuse to hold them;
  8. the decision of the associates/shareholders general meeting on the company’s acquiring of assets from a founder or shareholder, where such entry is mandatory under the law on companies;
  9. the complaint against the resolution of the ORCT director/appointed person;
  10. the opposition filed against the associates/shareholders general meeting and the opposition filed against other acts expressly provided for by law;
  11. the draft merger or division;
  12. the specimen signature;
  13. the deregistration application filed by the person who considers itself harmed, by having entries added to the Trade Register;
  14. any other documents provided for by law to be mandatorily entered in the Trade Register.

The persons interested in submitting entries to the Trade Register regarding documents the publication of which is not mandatory under the law are to fill in, for these purposes, the type application, attaching thereto the documents concerned and the proof of payment of the applicable fee.

The following are to be recorded in the Trade Register:

  1. the report of the insolvency administrator or, where applicable, of the liquidator, stating the causes and circumstances which led to the debtor’s insolvency;
  2. the notification by the insolvency administrator on the initiation of the insolvency procedure;
  3. the copy of the reorganisation plan proposed;
  4. the notification by the liquidator on the initiation of bankruptcy proceedings under the general insolvency procedure and the simplified insolvency procedure;
  5. the final court judgment holding the statutory administrator liable to pay compensation;
  6. proceedings before the court and notification of the arrangement with creditors offered;
  7. the arrangement with creditors approved and endorsed;
  8. court judgments delivered under the insolvency procedure, which are communicated to ORCT under the law;
  9. other documents issued by courts or by the insolvency administrator/liquidator under the law.

The following entries shall be recorded in the Trade Register, based on the abovementioned documents, with regard to the professionals registered in the Trade Register, who are subject to the arrangement with creditors or the insolvency procedure:

  1. the initiation of the insolvency procedure;
  2. bankruptcy;
  3. the fact that the debtor has been deprived of its right to run the business;
  4. the fact that the statutory administrator has been held liable to pay compensation;
  5. the designation of the insolvency administrator or liquidator, where applicable;
  6. the designation of the special administrator;
  7. the replacement of the insolvency administrator/liquidator, where applicable;
  8. closure of the insolvency procedure;
  9. the debtor’s deregistration;
  10. the amendment of the debtor’s instruments of incorporation as a legal person, at the request of the insolvency administrator, under the final court judgment ascertaining the reorganisation plan;
  11. the submission of the arrangement with creditors offered;
  12. the approval of the arrangement with creditors;
  13. other mentions required by law, for debtors listed in the Trade Register, to which the insolvency procedure applies.

The Central Beneficial Ownership Register

As from the effective date of Law No 129/2019 on the prevention and combating of money laundering and terrorist financing, and amending and supplementing certain legislative acts, as subsequently amended and supplemented, the National Trade Register Office has had the obligation to keep the Central Beneficial Ownership Register, which lists the beneficial owners of legal persons who must apply to be recorded in the Trade Register, except for public corporations as well as national enterprises and national companies.

Access to the Central Beneficial Ownership Register is granted, in accordance with the rules on protection of personal data, to:

  1. authorities with supervisory and control powers, judicial bodies, in accordance with Law No 135/2010 on the Code of Criminal Procedure, as subsequently amended and supplemented, and to the Office, in a timely manner, without any restriction and without alerting the person concerned;
  2. reporting entities when applying Know Your Customer measures;
  3. any natural or legal person (for a fee).

Which documents are being filed/stored (files, book of documents, statutes, general meetings minutes…) ?

The registration of legal persons, sole traders, sole proprietorships and family businesses carrying out economic activities and having the registered office/business located within the tribunal jurisdiction entails that the Trade Register keeps records of the registration documents of the persons undergoing registration and the official archive of the incorporation or related amending documents and of other documents expressly provided for by law.

The archiving of documents substantiating the entries in the Trade Register consists in keeping and preserving, on paper and/or in electronic format, all of such documents, as well as the documents attesting to the entries made by registered persons, the annual financial statements, the report and, where applicable, the consolidated report of the management board and board of directors, respectively, the auditor’s report or the financial auditor’s report, where applicable, the consolidated annual financial statements and the registers of legal persons, which are submitted to the Trade Register.

The file of every professional listed in the Trade Register includes all documents submitted in connection with the registration or with any operation which is listed in the Trade Register under the law and the documents attesting to registration. The documents listed in the Trade Register with a view to carrying out certain pre-registration procedures required by law are kept in a separate folder. After registration, they are enclosed in the relevant professional’s folder.

The documents of natural and legal persons listed in the Trade Register are archived in compliance with the provisions of National Archiving Law No 16/1996, as republished.

How can I perform a search (and what are the available search criteria)?

On the website of the register

The interested person may search information on the ONRC website by typing a keyword in the search field.

What are the available search criteria?

The information available free of charge through the service Recom online can be searched using the following criteria:

  • name of the professional;
  • Trade Register number;
  • tax reference number;
  • county where the registered office/business is located.

General information for interested persons, which is made available free-of-charge through the Recom online service, includes:

  • name of the professional listed in the Trade Register;
  • Trade Register number;
  • European Unique Identifier (EUID);
  • tax reference number;
  • address of the registered office/business;
  • business state (e.g. active, dissolved, liquidated, bankrupt, deregistered and others);

How can I obtain documents?

Free of charge?

Information and documents concerning professionals listed in the Trade Register are issued free of charge to public authorities and institutions, with the exception of those fully funded from own revenues, to courts and prosecutor’s offices attached thereto, and to accredited diplomatic missions and other legal persons under the law.

The National Trade Register Office and the Trade Register offices attached to tribunals issue specific information recorded in the Trade Register, free of charge, to journalists and mass media representatives. The information released to journalists and mass media representatives may be used only to inform public opinion.

For a fee?

The Trade Register Office issues, at the expense of the requester, information, extracts from the register and certificates regarding the entries in the Trade Register and certificates confirming whether or not a given document or act has been recorded, copies and certified copies of the entries in the register and of records from the documents submitted, for a fee. The documents concerned may also be requested and issued by post.

How can I obtain an extract from the register, certified copy or transcript of documents?

Means to access the information:

  • online, by accessing the InfoCert service (an electronic signature is not required; payment is made only by card)
  • online, via the ONRC portal, here (an electronic signature is required; payment is made by card or money order)
  • e-mail address: onrc@onrc.ro (payment by money order or at the cashier counter)
  • fax No +40 213160829 (payment by money order or at the cashier counter)
  • by post (payment by money order; the additional fee of RON 7.68 is charged)
  • at the front desk – ONRC and Trade Register offices attached to tribunals.

►The InfoCert service enables the issue of online certificates and/or the provision of information from the Trade Register. The service may be accessed through the ONRC portal, in the section of Information (Informații) - Certificates (Certificate constatatoare) or Trade Register Information and copies of certificates (Informații RC și copii certificate), and payment is made online by Visa or Mastercard. The InfoCert e-service automatically retrieves documents with electronic signature, without the controller’s action, 24 hours a day, all weekdays, and payment is made electronically by card, after which the requester receives an electronic invoice, not needing any electronic signature for this purpose.

► Via the Recom online service, which is the subscription-based component, accessible after conclusion of a contract with the beneficiary, 24 hours a day, certifications and/or information from the Trade Register may be obtained online.

Means to obtain a copy of a document from the archive:

Means to obtain duplicates of registration certificates and/or certificates attesting to the submission of declarations on honour for authorisation of business

Registration procedure

How can I launch the registration procedure (how to submit applications to the register, how to certify documents, type of documents required to be attached)?

In person

The application for entries, the documents required in original or in a copy certified by the interested party, as provided for by law, and, where applicable, proof of payment of legal fees, which are all numbered, are to be submitted by the applicant directly to the front desk or delivered by post/courier or by electronic means.

The application for registering a legal person in the Trade Register is signed by the legal representative of that person, who is designated under the document of incorporation, or by his/her agent, under an authentic special/general proxy or power of attorney or by any associate/shareholder/board member or his/her agent.

The application for recording the subsidy of a legal person, which is located in Romania or abroad, is signed by the representative of the legal person, who conducts directly the business of the subsidy, in person or by his/her agent, with an authentic special/general proxy or power of attorney.

The application for registering a sole trader and a sole proprietorship is submitted by the natural person who applies for registration as a sole trader or holder of the sole proprietorship, in person or by his/her agent, with an authentic special/general proxy, or by the lawyer, with a power of attorney.

The application for registering a family business is submitted by the representative designated under the document of incorporation or by his/her agent, with an authentic special/general proxy, or by the lawyer, with a power of attorney.

The documents required to be registered, recorded with mentions and, where applicable, published by ORCT are to be typed by the applicant in Romanian, legible, with no deletions or additions, otherwise the application is rejected as a penalty.

The documents required to substantiate the application for registration, which are classified as official acts, are to be submitted in original or in duly certified copies under the law.

Online

The application for registration and the documents required by law may be sent electronically, i.e. via the e-service portal or by e-mail, with a qualified electronic signature included, attached or linked.

How are submitted applications reviewed?

The registered applications are to be settled by the ORCT director/appointed person or, where applicable, by courts.

If the ORCT director/appointed person deems that, in order to settle the application, additional documents and/or expert reports are needed, or they find that certain documents submitted in support of the application fail to meet the legal requirements in terms of substance or form, or that certain ascertaining documents are missing or the statutory publication fees have not been paid, they may set a new settlement time limit in order for the application to be supplemented accordingly, under Government Emergency Order No 116/2009 establishing certain measures for the performance of Trade Register operations, as approved as amended and supplemented by Law No 84/2010, as subsequently amended.

The time limit for settlement and issue of documents attesting to registration is to be extended accordingly by the period approved by the ORCT director/appointed person for the applicant to submit the documents or to sort out the irregularities found and stated by the ORCT director/appointed person in the conclusion/decision ordering the postponement of the resolution of the application and the approval of the time limit.

If the applicant fails to sort out the irregularities found on the file or if the ORCT director/appointed person finds that the applicant’s request fails to meet the legal requirements, the ORCT director/appointed person rejects the application for registration, under Government Emergency Order No 116/2009 establishing certain measures for the performance of Trade Register operations, as approved as amended and supplemented by Law No 84/2010, as subsequently amended.

If the applicant relinquishes the resolution of the application referred to the Trade Register offices attached to tribunals and if the applications for registration are rejected, the fee for publication in the Official Gazette of Romania is to be returned if it has been paid.

The applicant and/or their representative may appear, by the time limit for resolution of the request, in order to substantiate it, based on the request for a hearing lodged with the application for registration or, for applications postponed, lodged at least one day before the time limit for resolution.

Legal effects of the registration

Effect of entries on third parties under Article 17 of the Directive (EU) 2017/1132

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:

  1. Article 1(1) of Law No 26/1990 on the Trade Register, republished, as subsequently amended and supplemented, 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. ’
  2. The information recorded in the Trade Register is provided and copies of related documents are issued in accordance with Article 4 of Law No 26/1990 on the Trade Register, as republished, as subsequently amended and supplemented:
    1. The Trade Register is publicly available.
    2. The Trade Register Office must provide, at the expense of the requester, information, extracts from the register and certificates regarding the entries in the Trade Register and certificates confirming whether or not a given document or act has been recorded, copies and certified copies of the entries in the register and of records from the documents submitted, for a fee.
    3. The documents referred to in paragraph (2) may also be requested and issued by post.
    4. The documents listed 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 e-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, approved as amended and supplemented by Law No 68/2010.
    5. The fees charged for the issue of copies and/or information, regardless of the issuance method, may not exceed the administrative costs incurred with the issuance thereof.

Article 41

  1. Electronic copies of the documents and information referred to in Article 4 shall also be made publicly available through the trade registers interconnection system, at the applicant’s expense.
  2. The fees charged for the issuance of copies and/or information from the Trade Register, through the trade registers interconnection system, shall not exceed the related 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 subsequently amended and supplemented:

  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 e-services portal and submit for publication on the European e-Justice Portal up-to-date information on national law as regards the publicization and enforceability against third parties of documents, acts and mentions of persons required to register in the business register.’

Moreover, companies are subject to the following special provisions in this respect, i.e. Articles 50 to 53 of Companies Law No 31/1990, republished, as subsequently amended and supplemented:

Article 50

  1. Documents or acts that have not been publicised as stipulated by 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.

Article 51
However, third parties may invoke documents or acts that have not been publicised, unless the fact that they were not publicised cancels their effect.
Article 52
(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, as republished, as subsequently amended and supplemented, stipulates that:

  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.
  2. Article 6(1) of Law No 26/1990 on the Trade Register, as republished, as subsequently amended and supplemented, in conjunction with Article 1 of Government Emergency Order No 116/2009 establishing certain measures for the performance of Trade Register operations, as approved as amended and supplemented by Law No 84/2010, as subsequently amended and supplemented, states 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’.
  3. Article 26(1) of Law No 26/1990 on the Trade Register, as republished, as subsequently amended and supplemented, states that ‘The date of recording in the Trade Register shall be the effective date of entry in the Register.
  4. Article 26(1) of Law No 26/1990 on the Trade Register, as republished, as subsequently amended and supplemented, states that ‘records in the Trade Register shall be 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 registration’.
  5. Under Article 51(2) of Law No 26/1990 on the Trade Register, as republished, as subsequently amended and supplemented, ‘records in the Trade Register shall be entered electronically, both at the Trade Register offices attached to tribunals and in the central computerised register.

Discrepancies between the register entry and its publication

Entries in the Trade Register ensure the enforceability of documents against third parties, except where the law provides for the cumulative condition of their publication in Official Gazette of Romania and in the Official Journal of the European Union, where applicable.

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.

Thus, after processing the entries in the Trade Register, ORCT sends the documents required by law, of its own motion, for publication on the ONRC website and/or on its e-services portal or, where applicable, in the Official Gazette of Romania, Part IV or VII, and in the Official Journal of the European Union, as the case may be, at the applicant’s expense.

Documents or acts that have not been publicised as stipulated by law cannot be enforced against third parties, unless the company can prove that the latter were aware of them.

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.
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.

Who has the responsibility for the accuracy of the records?

Documents and acts required by law are listed in the Trade Register, where applicable, at the request of natural and/or legal persons subject to the registration obligation, of any other interested parties or on own motion.

The professional has the obligation to apply for entries to be made in the Trade Register under Article 21 of Law No 26/1990 within not more than 15 days from the date of the documents and acts subject to the registration obligation. Entries are made in the register also at the request of interested parties within not more than 30 days from the date when they have become aware of the document or act subject to registration.

The applicant, as defined by Law No 359/2004, as subsequently amended and supplemented, is held liable for the legality, authenticity, and accuracy of the data in the applications for registration and in the documents submitted in support thereof.

Article 6(1) of Law No 26/1990 on the Trade Register, as republished, as subsequently amended and supplemented, 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 and supplements by Law No 84/2010 states that ‘records shall be 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.

Records are entered in the Trade Register, where applicable:

  1. within 24 hours from the delivery of the conclusion by the delegated judge/resolution of the ORCT Director/appointed person or from the date when the court judgment on registration was served;
  2. within 24 hours from the delivery of the resolution by the ORCT Director/appointed person or from the date when the court judgment on entry of records was served;
  3. within 15 days from the date of receipt of the certified copy of the final court judgment on the documents and acts referred to in Article 21(e) to (g) of Law No 26/1990 on the trade register, as republished, as subsequently amended and supplemented, unless the law provides otherwise.

The resolutions of the ORCT Director/appointed person regarding any entry in the Trade Register are legally enforceable and subject only to opposition. The filing of the opposition does not suspend the enforcement of the resolution. The proceedings under which a decision is made to enter records in the Trade Register are carried out by the ORCT staff.

Data protection procedures

Procedures related to the rights of the data subject regarding publishing and storing their personal data

In carrying out their duties, as provided for in the legislative acts regulating the activity of the trade register, the National Trade Register Office and the Trade Register offices attached to tribunals/territorial offices collect and process data and information, including personal data, which are covered by
the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

As personal data controller, the National Trade Register Office has put in place adequate technical and organisational measures with the aim of ensuring compliance with all legal provisions on personal data protection and processing.

The personal data of a natural person is collected for definite, explicit and legitimate purposes and is not processed subsequently in a way that is incompatible with these purposes (the purpose limitation principle).

Personal data provided by applicants by completing/filing applications and by submitting acts/documents in support thereof is processed with a view to carrying out the main specific obligations/duties/functions of the Trade Register.

The information recorded in the central computerised Trade Register/integrated information system is stored for an unlimited period. Applications for registration (forms) in the Trade Register, which are filed for the purpose of registering the professional, of entering records in the register on the professionals’ documents and acts, as well as the documents submitted in support thereof are archived in the professional’s file (on paper and electronically).

Publication of documents issued as a result of entering records in the trade register/prepared by the helpdesk staff complies with the provisions of the General Data Protection Regulation and such data is limited to the surname and forename, date and place of birth, nationality and country of residence of the persons concerned, unless the law provides otherwise.

Thus, in order to comply with the legal provisions on the protection of persons regarding the processing of personal data and free movement of such data, with regard to the information on the natural persons holding capacities/positions within a professional listed in the trade register, the documents issued to applicants, including copies/certified copies, contain only the surname and forename, data and place of birth, nationality and country of residence of those persons. As regards disclosure of other personal data, in addition to that listed above, that data may be issued only if the applicant is the data subject (the person whose personal data is processed) or if the applicant justifies a legitimate interest.

The National Trade Register Office ensures that data subjects exercise their rights under Regulation (EU) No 679/2016: right of information and access to and rectification or erasure of personal data, the right to restriction of processing, the right to data portability, the right to object, the right not to be subject to a decision based solely on automated processing, including profiling, the right to lodge a complaint to the National Personal Data Processing Supervisory Authority [Autoritatea Națională de Supraveghere a Prelucrării Datelor cu Caracter Personal] (B-dul G-ral Gheorghe Magheru nr. 28-30, sector 1, Bucharest).

The abovementioned rights, subject to the requirements and exceptions under Regulation (EU) No 679/2016, may be exercised by sending a written request, duly dated and signed, by mail, to the following address: Bucharest, Bd. Unirii, nr. 74, bl. J3b, tronson II+III, sector 3, post code: 030837 or by e-mail at: datepersonale@onrc.ro.

Pursuant to Article 37 of the General Data Protection Regulation, a personal data protection officer has been appointed within the institution, whose contact details are posted on the website under Personal data.

Contact details

Contact details are available here.

Related links

Official website of Romania's Trade Register

E-services portal of Romania's National Trade Register Office

Last update: 20/09/2022

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