Romanian Company Branch Registration, Representative Office Romania, Branch Formation Romania

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The Romanian Branch and The Representative Office

Per the Romanian Law secondary headquarters are those offices of commercial companies without individual legal personality. These will be mentioned in the company’s Articles of Association filed with the Trade Register corresponding with the Romanian main office. The following are considered secondary headquarters: branches, agencies, representative offices, work points, or other similar legal entities.

The following documents be filed with the Trade Register for the formation of Romanian secondary headquarters:
- a company decision;
- documenting attesting the right to use the respective location;
- a special declaration.

‘Sucursala’ branches: Entities without legal personality of commercial companies which have to be registered, before starting their activity, in the Trade Registry in the county they will operate.

IMPORTANT:
If the ‘sucursala’ branch is opened in a locality of the same county or in the same locality with the company, it will be registered in the same Trade Register, but distinct, as a separate registration.

THE REGISTRATION OF THE ‘SUCURSALA’ BRANCHES SET UP BY A ROMANIAN LEGAL PERSON
The registration request of the ‘sucursala’ branch set up by a company having his headquarters in Romania will be accompanied by:
a) Associates’ General Assembly decision setting up the ‘sucursala’ branch which has to includes the secondary headquarters, the activity object, the IDs of the persons empowered to represent the ‘sucursala’ branch and the conferred mandate’s limits, in original;
b) The Articles of Association of the company which sets up the ‘sucursala’ branch, updated, in certified copy;
c) The Registration Certificate of the company which sets up the ‘sucursala’ branch, in certified by the part copy;
d) The evidence related to headquarters;
e) The evidence of the permits / approvals issued by the competent authorities as a prerequisite to registration in trade register, when the issuing of such permits / approvals is required by law, in certified by a part copy;
f) The affidavits of the persons empowered to represent the ‘sucursala’ branch, showing that they meet the legal conditions for possession of this quality, certified by a lawyer, authenticated, in original;
g) Tax record information for the persons empowered to represent the ‘sucursala’ branch, in original;
h) Specimen signatures of the persons authorized to represent the ‘sucursala’ branch, in one of the forms prescribed by law, in original;
i) Affidavit concerning the authorization of the operation, in original;
j) Special or lawyer’s empowerment for the persons nominated to accomplish the legal formalities, in original;
k) The legal fees payment proof, in original.

THE REGISTRATION OF THE ROMANIAN BRANCHES SET UP BY A FOREIGN LEGAL PERSON
The registration request of the Romanian branch set up by a foreign legal person must be accompanied by the following documents:
a) the Articles of Association of the foreign legal person which set it up, in translated and authenticated copies;

b) the decision of the competent statutory authority of the legal person, concerning the set up of the ‘sucursala’ branch, indicating the headquarters of the Romanian branch, the activity object, the empowered to represent the ‘sucursala’ branch persons’ IDs and the conferred mandate’s limits;

c) The Power of Attorney;
d) The documents related to the Romanian headquarters;
e) The affidavits of the empowered to represent the ‘sucursala’ branch persons , showing that they accomplish the legal conditions for possession of this quality , in original and where appropriate, in translated and authenticated copies, and also their speciment signatures;
f) The copy of the Article of Registration of the legal person setting up the ‘sucursala’ branch , in photocopy holograph certified by the applicant for compliance with the original and the text ‘s translation made by an authorized person, who will have the notary authentication of translator’s signature;
g) Tax record information, for the persons who are empowered to represent the ‘sucursala’ branch or authentic statements and the text’s translation made by an authorized person , who will have the notary authentication of translator’s signature;
h) The identity documents of the persons who are empowered to represent the ‘sucursala’ branch , in certified by the parts copies;
i) Last financial situation of the company setting up the ‘sucursala’ branch, approved, verified or published according to the legislation of the state where it has the headquarter, in copy, and the text’s translation made by an authorized person , who will have the notary authentication of translator’s signature
j) A special or attorney’s POA , for the nominated persons to accomplish the legal formalities, in original;
k) The affidavit concerning the operation authorization, in original;
l) The proof concerning payment for legal fees, in original.

THE ‘REPRESENTATIVE OFFICE’
The companies and the foreign economic organizations, may be represented in Romania based on authorization issued by the Ministry of Foreign Trade.

NOTE:
The company which requests the issue of an authorization to represent will mention in the request to the Ministry of Foreign Trade the following:
a) the company headquarters;
b) the Representative Office’s object of activity, according to the company’s activity object;
c) operating period of the Romanian Representative Office;
d) the number and the functions of the persons suggested to fit the ‘reprezentanta’ branch , and if they are foreigners, the name, the first name and their residence aboard mentioning their functions in the company or in the economical organization and the ‘reprezentanta’ branch.

NECESSARY DOCUMENTS:
The authorization request will be accompanied by:
a) an attestation , in original, issued by the Chamber of Commerce or another competent authority from the country where the company or the foreign economical company has it’s headquarters, attesting it’s legal existence , activity object and it’s share capital;
b) a confirmation of the trustworthiness from the bank whereby the company or the organization carries out it’s main financial operations;
c) the statute or other documents that proves the form of organization and the operation of the company or organization;
d) the authenticated empowerment concerning the attorneys nominated to engage the company, also the organization which requested the authorization.

» Company Formation

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» Expanding to Romania

Our business lawyers have assisted a large number of foreign companies expanding to Romania. Doing business in Romania implies having the appropriate legal background to set up the most advantageous structure, safeguard the client's activities and maintain a healthy relationship with the Romanian authorities. We have years of experience "translating" Romania's business world to the foreign investor and we are ready to use this experience in your benefit.