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The necessary documents for registration in the trade register and tax registration of a company established by the merger of joint-stock companies, partnerships limited by shares, limited liability companies - Romanian legal entities - and European companies with headquarters in Romania, with companies that have their registered office or, as the case may be, central administration or principal place of business in other member states of the European Union or in states belonging to the European Economic Area operating in one of the legal forms stipulated in art. 1 of Council Directive no. 2009/101/EC, harmonized by the amendment of Law no. 31/1990

The absorbing company is a Romanian legal entity (joint-stock company, partnership limited by shares, limited liability company) or a European company with its registered office in Romania

The absorbing company is a legal entity governed by the legislation of another member state.

The newly established company is a Romanian legal entity or a European company with its registered office in Romania.

The newly established company is a legal entity governed by the legislation of another member state.



To access the service portal, it is necessary to create a user account. The direct access link to the online service portal onrc.ro: Registration in the Trade Register and authorization of legal entities


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Details

The necessary documents for registration in the trade register and tax registration of a company established by the merger of joint-stock companies, partnerships limited by shares, limited liability companies - Romanian legal entities - and European companies with headquarters in Romania, with companies that have their registered office or, as the case may be, central administration or principal place of business in other member states of the European Union or in states belonging to the European Economic Area operating in one of the legal forms stipulated in art. 1 of Council Directive no. 2009/101/EC, harmonized by the amendment of Law no. 31/1990

The absorbing company is a Romanian legal entity (joint-stock company, partnership limited by shares, limited liability company) or a European company with its registered office in Romania

The absorbing company is a legal entity governed by the legislation of another member state.

The newly established company is a Romanian legal entity or a European company with its registered office in Romania.

The newly established company is a legal entity governed by the legislation of another member state.



To access the service portal, it is necessary to create a user account. The direct access link to the online service portal onrc.ro: Registration in the Trade Register and authorization of legal entities


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Entitled persons
Regulated professions
Required documents

Denumire

Descriere

Obligatoriu

Semnătură digitală

Tip document

Descarcă


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2.3 Registration request*
Descarcă
Formular tipizat
obligatoriu cu semnatură digitală disponibil și prin OOTS
Annex 2 regarding foreign investment*
Descarcă
Formular tipizat
obligatoriu cu semnatură digitală disponibil și prin OOTS
The standard declaration on own responsibility signed by associates or administrators*
Descarcă
Formular tipizat
obligatoriu cu semnatură digitală disponibil și prin OOTS
Proof of the appointment of experts for the examination of the joint merger project or, as applicable, of the resolution of the associates/shareholders to waive examination and preparation of the report by experts, for Romanian legal entity companies or European companies with their registered office in Romania, in a holographically certified photocopy by the holder regarding conformity with the original. In the case of foreign companies, proof is provided by a certificate issued by the competent authority of the respective state.*
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obligatoriu cu semnatură digitală disponibil și prin OOTS
2.7 Proof of filing and publication of the common merger project (certified copy or certificate issued by the competent authority in the case of foreign companies)*
Descarcă
Scanned document
obligatoriu cu semnatură digitală disponibil și prin OOTS
The decisions of the general meetings of each of the companies participating in the merger (in original and in translated copy, the translation of the text being carried out by an authorized person and having the translator's signature legalization by the public notary)*
Descarcă
Scanned document
obligatoriu cu semnatură digitală disponibil și prin OOTS
The updated articles of incorporation,.*
Descarcă
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obligatoriu cu semnatură digitală disponibil și prin OOTS
The agreement regarding the modalities of employee involvement within the company or the decision of the special negotiating body not to initiate negotiations or to terminate the negotiations already started and to admit the application of the regulations concerning the information and consultation of employees or the reference provisions, or proof that negotiations were conducted without reaching an agreement, according to the provisions of art. 12 para. (2) of Council Regulation (EC) no. 2157/2001 on the Statute for a European company, art. 3, 4, and 7 of Council Directive 2001/68/EC supplementing the Statute for a European company with regard to the involvement of employees, the provisions of Government Decision no. 187/2007 and art. 251 index 10 of LSC, if the newly established company is a European company with its registered office in Romania, in a photocopy certified by hand by the holder regarding its conformity with the original*
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obligatoriu cu semnatură digitală disponibil și prin OOTS
The certificate or other similar documents issued by the competent authorities of the other Member States where the registered office, or, as the case may be, the central administration or principal place of business of the other participating companies in the merger are located, certifying compliance with the legal requirements, in original and in translated copy, the translation being carried out by an authorized person and bearing the notarization of the translator's signature by a public notary. The deadline for submitting these documents may not exceed 6 months from the date of issuance.*
Descarcă
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obligatoriu cu semnatură digitală disponibil și prin OOTS
2.14 Merger financial statement*
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obligatoriu cu semnatură digitală disponibil și prin OOTS
2.15 Proof of company name availability check and reservation*
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obligatoriu cu semnatură digitală disponibil și prin OOTS
Proof regarding the registered office and, if applicable, the document certifying the right of use over the premises designated as a secondary office*
Descarcă
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obligatoriu cu semnatură digitală disponibil și prin OOTS
2.19 Statements given on one's own responsibility,*
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obligatoriu cu semnatură digitală disponibil și prin OOTS
As applicable, the self-declaration of the foreign individual in their own name or as a representative of the foreign legal entity that is not fiscally registered in Romania, in original and, as applicable, the translation made by an authorized translator whose signature must be notarized by a public notary*
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obligatoriu cu semnatură digitală disponibil și prin OOTS
2.22 The identity documents of the founders/administrators/directors/members of the supervisory board/members of the directorate/auditors, as applicable, in a copy certified by the party*
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obligatoriu cu semnatură digitală disponibil și prin OOTS
2.23 The registration document, the decision of the statutory body regarding participation in the establishment of the legal entity, and the mandate for the authorized person to sign the constitutive act in the name and on behalf of the founder legal entity*
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obligatoriu cu semnatură digitală disponibil și prin OOTS
Proof regarding the authorization of the person designated to carry out legal formalities (original)*
Descarcă
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obligatoriu cu semnatură digitală disponibil și prin OOTS
2.27 Evidence regarding the payment of legal taxes*
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obligatoriu cu semnatură digitală disponibil și prin OOTS
Amendment to the Articles of Incorporation*
Descarcă
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obligatoriu cu semnatură digitală disponibil și prin OOTS
The draft of the articles of incorporation of the company to be established, respectively the draft amending act of the articles of incorporation of the absorbing company*
Descarcă
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obligatoriu cu semnatură digitală disponibil și prin OOTS
Proof of payment of the amounts representing the expenses for carrying out the advertising in the OJEU, in original.*
Descarcă
Scanned document
obligatoriu cu semnatură digitală disponibil și prin OOTS
Proof of payment of the amounts representing the expenses for carrying out advertising in the OJEU, in original.*
Descarcă
Scanned document
obligatoriu cu semnatură digitală disponibil și prin OOTS
Proof of payment of the amounts representing the expenses for carrying out publicity in the OJEU, in original, in case the absorbed company is an SE with its registered office in Romania*
Descarcă
Scanned document
obligatoriu cu semnatură digitală disponibil și prin OOTS
statement regarding the real beneficiary of the legal entity*
Descarcă
Formular tipizat
obligatoriu cu semnatură digitală disponibil și prin OOTS
Issued documents

Denumire

Tip document

Descarcă


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The conclusion of the registrar of the trade register (as applicable registration certificate, ascertainment certificate, deregistration certificate)*
obligatoriu cu semnatură digitală disponibil și prin OOTS
Fees

Title

Value

Currency


None
Deadlines
Resolution time:
3
Calendar days
Case filling duration:
15
Calendar days
Notification deadline:
1
Calendar days
Appeal routes

According to art. 112 para. (1) and (2) of Law no. 265/2022 regarding the trade register and for the amendment and completion of other normative acts concerning registration in the trade register, "(1) Against the registrar's decision pronounced according to art. 108 or, as the case may be, according to art. 110, the applicant may file a complaint within 10 calendar days from the communication of the decision, if they requested the communication through the methods provided by art. 111 para. (1) letters b) and c). In these cases, the applicant may also file a complaint from the date of publication of the decision in the Bulletin, if this is prior to the communication.

(2) In the case provided in art. 111 para. (1) letter a), if the decision is not picked up from the desk within the timeframe for releasing the documentation, the applicant may file a complaint within 10 days from the date of publication of the decision in the Bulletin."

The complaint is submitted, in the case of legal persons, to the trade register office, which will mention it in the trade register and communicate it to the court/specialized court within three working days from the date of submission.

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Additional information
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Last updated: 
23 April 2026
Publicat de către: 
A paragraph is a self-contained unit of a discourse in writing dealing with a particular point or idea. Paragraphs are usually an expected part of formal writing, used to organize longer prose.
Institution responsible with document: 
Publicat de către: 
A paragraph is a self-contained unit of a discourse in writing dealing with a particular point or idea. Paragraphs are usually an expected part of formal writing, used to organize longer prose.
National Trade Register Office*
*Content marked with an asterisk (*) has been automatically translated and may not fully reflect the original meaning. For objective interpretation, please consult the Romanian version.
Blvd. Unirii nr. 74, Bl. J3b. Tr. II+III, sector 3
Telefon: +40213160804
Fax:
Email: +40213160804
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Institutional structure

Oficiul National al Registrului Comertului

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