By: Irina Maria Neagu, Associate Suciu Popa

On 26 November 2022 Trade Registry Law no. 265/2022 entered into force, introducing the online incorporation procedure, an entirely new and more supple process enabling the conclusion of the articles of incorporation and the registration with the Trade Registry to be performed entirely by electronic means.

Additionally, it introduced the National Trade Registry Office’s obligation to make available on its website and on the online service portal standard-forms of articles of incorporation for all types of companies regulated by Law no. 31/1990 to be used in the online incorporation procedure. Standard forms articles of association must be made available in both Romanian and English language, approved by order of the Ministry of Justice.

In this regard, Order no. 5307/C/2022 was issued by the Ministry of Justice, approving the standard forms articles of association and other documents used for registrations with the Trade Registry (e.g., registration application, standard sworn statement regarding fulfilment of the conditions for operation/performance of the activity, certificate of registration etc.).

Notably, the approved standard form is mandatory only in the online incorporation procedure of limited liability companies with cash contribution to the share capital.

For the incorporation of LLCs with other types of share capital contribution (e.g., with in-kind contribution) the standard-form can be used as a model.

The provisions introduced within the Standard-form approved by Order no. 5307/C/2022 include the following:

• the mandatory clause whereby the shareholders declare that they are responsible for fulfilling the conditions laid down in Article 6 of the Companies Law for incorporating a company;
• the identification data of the ultimate beneficial owners, as well as the methods by means of which the control over the company is exercised, as the case may be. However, as per the Standard-form, such clause is only optional, seeing as the statement provided by Art. 56 para. (1) of the Law no. 129/2019 on preventing and combating money laundering and terrorist financing can still be submitted by the companies;
• the reference to the company’s duration as either being "undetermined", or established for a certain period of time;
• the express reference to the period of directors’ mandate;
• a clause concerning the methods of ensuring the debt settlement or its regularization in agreement with the creditors, in the case of dissolution without liquidation, when the shareholders agree upon the distribution and liquidation of company's assets.

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