By: Alina Moldovan
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Legal Update – November 2020
Government emergency Ordinance No 195 of November 12th, 2020, regarding some measures in respect of the Registrar of Companies (hereinafter referred to as the “GEO 195”) was published in the Official Journal of Romania, Part I, No 1078 of November 13th, 2020. The GEO 195 is intended to simplify some declaration formalities during the registration with the Registrar of Companies in the special context generated by the COVID-19 pandemics.
A. The following measures shall continue to be applicable for a 9-month term from the date when GEO 195 become effective:
• The Registrar of Companies shall conduct its business electronically
The Registrar of Companies shall mainly operate by electronic means and by correspondence, subject to the following measures:
i. The Registrar of Companies shall be opened for the public for four (4) hours a day, divided into two (2) hours time intervals, between which the areas where public have access, shall be disinfected.
ii. The public’s access shall be strictly organized depending on the number of offices dedicated to them, where only one person shall be present;
• The affidavits shall be lodged with the Registrar of Companies under the form of private signature writs
The affidavits to be enclosed to the application for registration/other applications may be lodged with the Registrar of Companies under the form of private signature writ with no other formality, with electronic signature or mail and courier services1.
• The specimen signature may be lodged under the form of a private signature writ
Where the law requires it, the specimen signature may also be lodged with the office of the registrar of companies under the form of a private signature writ, with no other formality or given before the office of the Registrar of Companies2.
B. Changes in respect of the director’s affidavit that no activities are conducted at the corporate seat3
• If the company does not conduct its declared business objects at the corporate seat or at the secondary seats for maximum 3 years, the director(s) affidavit is considered included in the standard declaration on one’s liability – model 14.
• If the company conducts its business outside the corporate seat and secondary seats, the director’s affidavit is considered included in the standard declaration on one’s liability – model 25.
1The affidavits may also be notarized, certified by a lawyer or given before the office of the registrar of companies.
2The specimen signature may also be lodged with the office of the registrar of companies under the form of a writ notarized by notary public or certified by lawyer.
3The approval of the owners association and of the owners directly concerned which is necessary in order to change the destination of collective residential buildings is not required when the director or the directors, as appropriate, declare(s) on his/her/their own liability that no activity is conducted at the corporate seat.
4The declaration referred to in article 15 par. (1) section a) of Law No 359/2004 regarding the simplification of the formalities for registration with the registrar of companies of natural persons, family associations and legal persons, the tax registration thereof and for the authorization of the operation of legal persons, as amended and supplemented from time to time.
5The declaration on one’s liability referred to in article 15 par. (1) section b) of Law No 359/2004, as amended and supplemented from time to time.