LAW (R) 26 05/11/1990
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The Law no. 26/05 November 1990 (*republicata*)Law regarding the trade register*)ISSUED BY: PARLIAMENTPUBLISHED IN: OFFICIAL GAZETTE OF ROMANIA, Part I, No. 49, February 4, 1998. *) Republished on the grounds of Article IV of the Law no. 12/January 8, 1998, published in the "Monitorul Oficial" (Official Gazette of Romania), Part I, no. 15/January 19, 1998, by giving the articles new numbers. The Law no. 26/1990 was published in the "Monitorul Oficial" (Official Gazette of Romania), Part I, no. 121/November 7, 1990.Chapter 1 General provisionsArticle 1
(1) Traders are obliged, before starting trade, to ask for being incorporated at the trade register and, during the carrying on of trading operations and after their cessation, to ask for having the mentions recorded at the same register concerning deeds and facts whose registration is provided by law.(2) For the purpose of this law, the term traders shall designate natural persons who usually carry on trading operations, trading companies, self-managed public companies and co-operative organizations.(3) The provisions of paragraph (1) are not applied to craftsmen and peasant who sell products from their own farms.Article 2
(1) The trade register is kept by the trade register office organized in each county and in the Bucharest municipality according to the present law's chapter II provisions.(2) The central trade register is kept by the National Trade Register Office organized by the Chamber of Commerce and Industry of Romania.Article 3
Traders ask for incorporation with the Bucharest municipality's trade register office or with their county's trade register office where they have their headquarters.Article 4
(1) The trade register is public.(2) The trade register office is obliged to issue, on the applicant's expense, certified copies of registrations carried on in the register, of the presented documents, as well as certificates ascertaining that certain deeds or facts are or are not registered.(3) The deeds mentioned at paragraph (2) can be required and delivered by correspondence as well.Article 5
(1) The incorporation documents and mentions are opposable to third parties from the date of their accomplishing with the trade register or from their publishing in the Official Gazette of Romania, Part IV, or in any other publication, when the law provides it.(2) The person who is obliged to ask for a registration cannot oppose unregistered deeds or facts to third parties unless he can prove that these were known to them.Article 6
The registrations with the trade register are made only based on a mandatory judge's conclusions or, by case, on the court final sentence, unless the cases when the law provides in a different way.Article 7
(1) The law courts are obliged to send to the trade register office legalized copies of the final sentence's dispositions and conclusions concerning deeds and mentions which must be registered, as law provides, within 15 days since they remained final.(2) By means of these conclusions and final sentences, the courts will order that the registrations be effected with the trade register.Article 8
(1) The control of legality of operations accomplished by the trade register office shall be made by one of the county court's judges or of the Bucharest municipality annually appointed by the president of that court.(2) The mandatory judge shall check out the operation of the trade register at least once a month.(3) The checking made by the mandatory judge does not exonerate from responsibility the office's personnel who manage and perform operations of the trade register for having the registred data in accordance with the law.(4) The mandatory judge's works of secretary, archives, court clerk are effected by the personnel of the trade register office.Chapter 2 Trade register officeArticle 9
(1) The trade register office is set up and operates by each county chamber of commerce and industry.(2) The National Trade Register Office is set up and operates by the Chamber of Commerce and Industry of Romania.(3) The trade register offices provided by par. (1) will send to the National Trade Register Office any incorporation or mention operated within 15 days since being effected.Article 10
(1) The organizational frame, number and wage level of personnel from the county and Bucharest offices of the trade register are unitedly established by the Chamber of Commerce and Industry of Romania.(2) In the same way the norms of internal organizing and operation of the offices are established.(3) The necessary personnel of the trade register offices is staffed on competition base by the county chambers of commerce and industry. The expenses required by functioning and the pay funds are ensured by the budget of the county chambers of commerce and industry.Article 11
(1) For the operations accomplished, the trade register office will levy duties according to a tariff established by the Chamber of Commerce and Industry of Romania together with the Ministry of Finance.(2) A share of 8% of the duties is due to the National Trade Register Office and it is cashed by the trade register office that operates the registration and it is monthly transferred to the National Trade Register Office. A share of 2% of the duties levied for the registrations done based on the conclusions of the mandatory judges will monthly be transferred by each county chamber of commerce and industry to the Ministry of Justice.(3) Duties, except those due to the National Trade Register Office and to the Ministry of Justice are income of the budget of the chambers of commerce and industry by which the office is set up.(4) In case the shares stipulated in paragraph (2) are not paid until the last day in the month following the cashing that entails the payment of 0.15% penalty per day of delay.Article 12
(1) The trade register consists of a register for registering the traders as natural persons and another one to register the traders as legal persons. The register is opened for every year. These registers are computerized.(2) Each registered trader will have an order number beginning from 1 every year.(3) The trade register office will also keep files of each trader according to the documents handed in by them. The registrations effected in the register will be also made evident in the trader's file.(4) The register keeping and the registering are unitarily established for all offices based on the norms issued by the Chamber of Commerce and Industry of Romania together with the Ministry of Justice within 90 days after this law*) has been published in the Official Gazette of Romania.-------- * Law no. 12/1998 was published in the "Monitorul Oficial" (Official Gazette of Romania), Part I, no. 15 of 19 January 1998.Chapter 3 Registration accomplishmentArticle 13
(1) The incorporation application with the trade register of a natural person as a trader will contain:a) name and surname, domicile, citizenship, date and place of birth, marital status, wealth and its means of assessment and previous trading activities;b) trading company and its headquarters;c) object of trade, mentioning the field and the main activity sector as stipulated in the trading licence;d) number, date and issuing body of the trading licence.(2) To the incorporation application it will be enclosed evidence of the data included in it.(3) The office will write down with the trade register all the data of the application.Article 14
The incorporation of a trading company with the trade register will cover the data stipulated by the mandatory judge's incorparation conclusion.Article 15
The incorporation with the trade register of a self-managed public company or national company will contain:a) setting-up deed, denomination, headquarters and, if it is the case, its emblem;b) object of activity, mentioning the field and main activity;c) the component units that can enter into contract relationship with third parties, the authorized persons to represent them as well as the limits of their power;d) name and surname, date and place of birth, domicile and citizenship of the persons authorized to represent them and the limits of their power.Article 16
The co-operative organizations are incorporated with the trade register observing the regulations on handicraft co-operation, credit and consumption co-operation.Article 17
The incorporation application with the trade register is done, if not otherwise stipulated by law, within 15 days:a) for traders, natural persons, from the date of licence;b) for trading companies since the date when the constitutive act was certified;c) for the self-managed public companies, national companies and co-operative organizations since the date of the setting-up deed.Article 18
(1) The incorporation application of a trader, natural person, will be done personally or by authorized agent having special and certified power of attorney.(2) To prove the signature specimen, the trader is to give its signature at the trade register office in the presence of the mandatory judge or the office manager or its deputy who will certify the signature.(3) When the trader is absent, its signature can be replaced by a specimen certified by notary public.Article 19
(1) The incorporation application with the trade register of a trading company will be signed at least by an administrator, or by case, by its representative or, according to law, by any partner and for self-managed public companies, national companies, or co-operative organizations that will be signed by authorized persons to represent them according to the law.(2) The signature specimen of administrators and, by case, of the trading companies' representative as well as the persons authorized by law to represent the self-managed public companies or co-operative organizations shall be done with observance of Art. 18 par. (2) and (3) provisions.Article 20
(1) The incorporation application will be accompanied by proving acts.(2) Number and date of the mandatory judge's conclusion will be mentioned at any incorporation.Article 21
With the trade register are to be registered mentions concerning:a) donation, sale, tenancy or trading fund mortgage, as well as any other deeds certifying changes concerning incorporations or mentions or providing company or goodwill cessation;b) name, citizenship, birth date and place of the authorized person; if the representation right is limited to a certain subsidiary or branch, the mention will be made only with the register where the subsidiary or branch is registered. The authorized person's signature shall be submitted as provided by Art. 18 par. (2) and (3);c) patents, trade and service marks, brand names, origin names, information regarding the origin, name of the firm, emblem or other distinctive signs upon which a trading company, self-managed public company, co-operative organization or trader as a natural person has any right;d) divorce final sentence of the trader, as well as the sentence on sharing the common assets delivered during the trade operating;e) sentence of laying the trader under interdiction or of instituting his trusteeship, as well as the suspending sentence for these measures;f) opening the proceedings of judicial reorganization or bankruptcy as well as the registering of the respective mentions;g) conviction sentence of the trader for penal deeds which make him unworthy to perform this profession;h) any alteration regarding the registered documents, deeds and mentions.Article 22
(1) The trader is obliged to apply for registration in the trade register of the mentions provided by Art. 21 within at most 15 days since the date of acts and deeds subject to registration obligation.(2) Mentions' registration can also be made at the interested persons' request within at most 30 days from the date they learnt about the document or deed subject to registration.(3) Mentions will be registered ex officio within at most 15 days from the date when the legalized copy of the enacting terms of the final sentence was received for documents and deeds provided by Art. 21 letters d), e), g).(4) The fact that mentions can be registered at other persons' request, too, or ex officio does not exonerate the trader from the obligation to ask for their operation.Article 23
(1) The trader who has subsidiaries must ask for their incorporation with the trade register office at the headquarters of each subsidiary.(2) In the application, besides the data stipulated by the present law on the trader's incorporation he will also write down the office where the main headquarters' firm was registered.(3) The trade register office of the subsidiary's headquarters will deliver to the trade register office of the trader's main headquarters an abstract of the registration in order to be mentioned in the respective trade register.Article 24
(1) The trader who has his trading head office abroad and sets up a subsidiary or branch in Romania will be subject to all provisions concerning incorporation, mentioning and publication of documents and deeds required for home traders.(2) All these formalities will be made with the trade register office of the headquarters of the subsidiary or branch.(3) If a company that has its headquarters abroad sets up several subsidiaries in the country, the incorporation deeds and other documents of the same company, required by subsidiary incorporation, are handed in only at one of the subsidiaries.Article 25
(1) Anybody considering himself to have suffered a prejudice due to the incorporation or mention in the trade register has the right to ask for its striking off.(2) The mandatory judge will give his verdict on the application of striking off through a conclusion, summoning the parties.(3) This conclusion can be attacked only by appeal in the court within 15 days from the passing date.(4) The court will urgently judge the appeal in the court chamber.Article 26
(1) The registration date with the trade register is the date when this registration was actually operated in the register.(2) The registration with the trade register is operated within 24 hours since the date of the mandatory judge's conclusion, and for a trading company's incorporation within 24 hours since the mandatory judge's conclusion became irrevocable.Article 27
(1) The chambers of commerce and industry have active trial legitimacy and they can intervene in any trial regarding registrations with the trade register; it has a public interest mainly consisting in observing the general requirements of any trade activity.(2) The applications submitted by the chambers of commerce and industry, on the grounds of the present law, are not subject to the stamp duty and not to the judicial stamp either.Article 28
In the registration applications with the trade register and in any other inquiries sent to this register, the trader will indicate the person and the address at which he will receive the mandatory judge's conclusion or any other documents or letters of advice.Article 29
The trader must mention - on letters, invoices, offers, orders, tariffs, prospectuses and any other documents used in trade activities - the number of his company's registration in the trade register and the year of registration as well.Chapter 4 Trade names and emblems regimeArticle 30
(1) The trade name is the name or, by case, the denomination under which a trader carries on the trade and signs.(2) The emblem is the sign or denomination which differentiates a trader from another one of the same branch.(3) Trade names and emblems will be written first of all in Romanian.(4) The exclusive right of using the trade name and emblem is got by registering them with the trade register.Article 31
(1) The trade name of a natural person trader consists of the trader's fully written name or the surname and the initial letter of his first name.(2) No mentions misleading on trader's nature or intent, or on trader's position can be added to the trade name. Mentions could be made for indicating more precisely the trader's person or his kind of trade.Article 32
The trade name of a general partnership must comprise the name of at least one of the partners, with the fully written mention of "general partnership".Article 33
The trade name of a limited partnership must comprise the name of at least one of the active partners, with the fully written mention "limited partnership".Article 34
If the name of a person from outside the company appears, with his consent, in the trade name of a general partnership or a limited partneship, that person becomes unlimitedly and jointly responsible for all company's liabilities. The same rule applies to the sleeping partner whose name enters the trade name of a limited partnership.Article 35
The trade name of a joint-stock company or a limited partnership by shares consists of its own denomination able to differentiate it from other companies' names and it will be accompanied by the fully written mention of "jointer, tock company" or "S.A.", or "limited partnership by shares", as the case may be.Article 36
The trade name of a limited liability company consists of its own denomination, at which there may be added one or more of its partners' name, and it will be accompanied by the fully written mention "limited liability company" or "SRL".Article 37
The trade name of a subsidiary in Romania belonging to a foreign company must also contain the mentions concerning its headquarters abroad.Article 38
(1) Any new trade name must differentiate from the existing ones.(2) In case a new trade name is similar to another one, it must be added a mention that differentiates it from this one, either by more precisely naming the person or by indicating the sort of trade carried on, or by any other way.Article 39
(1) The trade register office will refuse the registration of a trade name which, without introducing some differentiating elements, may cause confusion with other registered marks.(2) The check of the trade name/emblem availability is done by the trade register office before making ready the setting deeds or, before changing the trade name/emblem, as the case may be.Article 40
No trade name must contain a denomination used by the traders from the public sector.Article 41
(1) The acquirer, with any title of goodwill, may continue his activity under the previous trade name comprising the name of a natural person trader or of one partner, with the express consent of the previous owner or of his successors, being obliged to mention the quality of successor within this trade name.(2) The previous trade name keeping is allowed to the joint-stock company, limited partnership by shares or limited liability company without being necessary to mention the succession relation.(3) In case the trade name of a limited liability company comprises the name of one or more partners, the provisions of item (1) are to be applied.Article 42
The trade name cannot be alienated separately from the goodwill for which it is used.Article 43
(1) Any emblem should differentiate from the emblems written in the same trade register for the same sort of trade, as well as from the emblems of other traders on the market where the trader carries on his activity.(2) The emblems may be used on advertising panels wherever they can be placed, on invoices, letters, orders, tariffs, prospectuses, posters, publications and in any other way, provided they are visibly accompanied by the trader's trade name.(3) If the emblem contains a denomination, the trade name will be written in letters of at least half of the size of the emblem letters.Chapter 5 SanctionsArticle 44
(1) Traders who must apply for the incorporation or registering of a mention, or who have to hand in a signature or certain deeds and who do not observe the legal dispositions or the stipulated term will be bound, by ruling of court, to pay a civil fine from 50,000 lei to 500,000 lei.(2) The civil fine is from 100,000 lei to 1,000,000 lei in case the incorporation, mention, submittance of signature or deed are in charge of a trading company. If there are many persons bound to fulfilment, the fine is to be imposed on each of them.(3) The fine stipulated by item (1) is also imposed on the persons culpable of not transferring, according to Art. 11, the amount of the fees due to the National Trade Register Office and Ministry of Justice, or of not conveying the date provided by Art. 9 item (3).(4) The fine provided at item (2) is also applied to the representatives of the trading companies fined in compliance with this item.Article 45
Traders who do not comply with the obligations stipulated by Art. 29 shall be sanctioned, by ruling of court, with the civil fine provided by Art. 44 item (1), and, in case of a recurrent deficiency, with the fine provided by Art. 44 item (2).Article 46
The court notification for the fine imposing stipulated by Art. 44 may be done by any interested person as well as by the county chamber of commerce and industry in which the trade register office operates, where it was asked for or it should have been asked for the incorporation or mention registering or the signature submittance and the deed; in the case provided by Art. 45 the notification may be done by the county chamber of commerce and industry by which the trade register office operates, where the registration had been made.Article 47
The civil fines stipulated by Art. 44 and 45 are subject to common law status of the civil fines provided by Code of civil procedure and are to be imposed by the territorial court on whose area the fact was produced.Article 48
(1) The person who, ill-intentioned, made inaccurate statements, on whose basis an incorporation was made or mention was registered with the trade register, will be sentenced to jail from 3 months to 2 years or a fine will be imposed from 1,000,000 lei to 5,000,000 lei if, according to law, the fact does not represent a more severe infringement of the law.(2) By ruling passed, the court will also order that the inaccurate incorporation or mention be corrected or struck off.Chapter 6 Final and transitory provisionsArticle 49
In the counties, where there are not set up chambers of commerce and industry, the trade register offices are organized and function by the county chambers of commerce and industry established by the Chamber of Commerce and Industry of Romania.Article 50
(1) The ensurance of the proper premises and material conditions necessary for carrying on the activity of the National Trade Register Office and of every trade register office is made, for 1990-1991, by the prefect's office and respectively, by the Bucharest City hall.(2) The assets equipping the offices are to be transferred, without any charge, to the county chambers of commerce and industry and becomes their property until 1 January 1992.Article 51
The Chamber of Commerce and Industry of Romania and the county chambers of commerce and industry will provide the implementation of the unitary information system of the trade register.Article 52
The Bucharest Municipality Trade Register Office becomes the Trade Register Office of the Bucharest Municipality and the county of Ilfov.Article 53
The present law is to be enforced within 30 days from the publication in the Official Gazette of Romania.*)---------- * Excepting the provisions of art. 4, item (2) and (3), art. 6, art. 8, item (2), (3), (4), art. 11 item (2), (3), (4), art. 12 item (1), (3), (4), art. 13 item (1), art. 14, art. 15, art. 16, art. 17-20, art. 21 letter f), art. 23, art. 24 item (3), art. 25 item (3), art. 26-29, art. 30 item (2) and (4), art. 36, art. 37, art. 39, art. 41, art. 44, art. 45, art. 48 item (1), art. 51 and 52 that come into force after 30 days from the publication date in the Official Gazette of Romania, Part I, of Law no. 12/1998. --------
