Changing headquarters of a company in Romania
Commercial law lawyer in Romania. What does changing of registered office entail in Romania?
Changing headquarter of a company in Romania can be an important modification not only in terms of location but also for operational reasons such as company reorganization, tax advantages, more favorable regulations, or other legal factors that may influence business expansion.
Additionally, the registered office is used as the official address of the legal entity, where all administrative, legal, or fiscal documents, or documents related to the company’s activity, are communicated to it.
The process of mention registration at the Romanian Trade Register through which the changing of registered office is carried out involves submitting the necessary documentation to the Romanian Trade Register. The articles of association in Romania must be amended so that the declared data corresponds with the modification regarding the registered office. Depending on the legal form under which the company in Romania operates, it is necessary to submit the decision of the sole associate in Romania or the resolution of the general meeting of associates in Romania for limited liability companies (SRL), or the resolution of the general meeting of shareholders, the decision of the board of directors, or the decision of the directorate, as the case may be, for joint-stock companies. These documents complement the other documents already existing at the Romanian Trade Register from the moment of the company’s incorporation.
A commercial lawyer in Romania or a corporate attorney in Romania can guide you throughout the entire mention registration process, as well as other operations in the field of corporate law in Romania, including obtaining a mention registration certificate in Romania to ensure you have legal proof that the amendments to the articles of association in Romania have been officially registered with the Romanian Trade Register and are enforceable against third parties.
Business lawyer in Romania. Legal Basis
The general legal basis regarding all procedures applicable in the matter of corporate law in Romania for a legal entity is the Law no. 31/1990 on companies, which includes provisions related to the establishment of a company in Romania, documents, modifications that can be made to the articles of association in Romania regarding the registered office, changing the name of the company, or changing the object of activity. However, applicable to the registered office is also Law 51/1995 regarding the organization and exercise of the lawyer profession, as a company in Romania has the option to establish its registered office at the professional office of the lawyer for a period that cannot exceed one year.
The Romanian Law Firm Pavel, Mărgărit, and Associates offers its clients the possibility to establish their official address at the lawyer’s professional office, ensuring the efficiency of the process of receiving official documents. In addition, the legal assistance contract concluded with a commercial lawyer in Romania, which has as its object the changing of registered office to the lawyer’s professional office, also brings the advantage that the company’s administrators are no longer obliged to submit additional declarations related to building taxes.
The Romanian Law Firm Pavel, Margarit and Associates provides legal advice and legal assistance services in corporate law, especially regarding assistance in changing headquarter of a company in Romania. A corporate attorney in Romania can support you in the process of mention registration at the Romanian Trade Register, having great experience in changing the registered office. In order to benefit from our professional support and for corporate attorney advice, we invite you to fill in the contact form available on our website https://avocatpavel.com/contact/.
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Corporate attorney in Romania. Necessary Documents for changing of registered office
Firstly, for changing of registered office of a company in Romania, it is very important to have proof of the right to use the space intended for the registered office. This right can arise from a sales contract, rental contract, or loan-for-use contract.
A special importance is held by the decision of the sole associate in Romania, the resolution of the general meeting of associates in Romania, or the resolution of the general meeting of shareholders, depending on the legal form provided in the Romanian Companies Law no. 31/1990, chosen at the time of incorporation. In this regard, if the company in Romania is a limited liability company (SRL), the necessary document to complete the file for the Romanian Trade Register and for the mention registration will be the resolution of the general meeting of associates in Romania or the decision of the sole associate in Romania. For the registered office belonging to a joint-stock company, the necessary documents are the resolution of the general meeting of shareholders, the decision of the board of directors, or the decision of the directorate.
A corporate attorney in Romania or a commercial law lawyer in Romania can provide the necessary legal assistance for preparing and submitting the documentation to the Romanian Trade Register for the issuance of a mention registration certificate in Romania.
Along with the changes, a company in Romania wishes to make regarding the registered office, it must also consider changes to the articles of association in Romania. These are usually made through an additional act to the articles of association in Romania, which will be registered with the Romanian Trade Register, a procedure that can also be carried out by a commercial lawyer in Romania or a corporate lawyer in Romania.
If ANAF (the National Agency for Fiscal Administration) finds that a company in Romania has not extended or changed its registered office, it becomes fiscally inactive. ANAF issues a declaration of inactivity, recording the facts in the fiscal record of associates, shareholders, and authorized persons, preventing these individuals from establishing another company in Romania or being appointed to leadership positions in other companies until the facts are removed from the fiscal record.
The Romanian Law Firm Pave Mărgărit and Associates recommends seeking the services of a changing registered office lawyer or a corporate attorney in Romania to ensure that your company’s procedures comply with the provisions of the Romanian Companies Law no. 31/1990 and that you are not in situations that could attract penalties from ANAF for non-compliance.
After verifying all documents provided in the Romanian Companies Law no. 31/1990, the Romanian Trade Register issues a mention registration certificate in Romania, certifying that all steps have been completed.
It is also very important that after registering the change of the registered office for a company in Romania, authorities or institutions such as ANAF, banks, suppliers, or clients are notified to update contact details.
In conclusion, changing headquarter of a company in Romania involves several legal and procedural steps that require careful attention to detail. Engaging a business lawyer in Romania can ensure that all documentation is accurately prepared and submitted. Similarly, a corporate lawyer in Romania can provide valuable assistance throughout the entire process, from amending the articles of association in Romania to obtaining the mention registration certificate in Romania from the Romanian Trade Register. By working with a business lawyer in Romania and a corporate lawyer in Romania, companies can smoothly navigate the complexities involved in changing headquarter of a company in Romania and ensure compliance with all relevant legal requirements.
The Romanian Law Firm Pavel Mărgărit and Associates offers legal services at the highest professional standards to ensure the speed and efficiency of the mention registration process, as well as other operations within the scope of corporate law in Romania. Our team, through a corporate attorney in Romania or for changing headquarter of a company in Romania can provide you with the option to establish your registered office at the lawyer’s professional office, as well as the necessary assistance and representation services from the moment you decide establish a company in Romania.
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