This section provides an overview of the Romanian Trade Register, kept by the Ministry of Justice – National Trade Register Office
Romania’s National Trade Register Office is a public body with legal personality, under the authority of the Ministry of Justice. The Office is responsible for keeping, organising and managing the central computerised trade register.
There are a number of Trade Register offices under the authority of the National Trade Register Office, in Bucharest and in each of the 41 counties in Romania. They are responsible for keeping, organising and managing local trade registers.
In accordance with Law No 26/1990, the Trade Register contains information relating to the professionals entered in the register, as follows:
The Trade Register records all documents, acts, mentions and the identity of the professionals concerned, the recording of which is required by law, and any other acts or documents expressly provided for by law.
The Trade Register's website provides the following:
2. information and services organised into sections and services;
3. information relating to the National Trade Register Office and the Trade Register offices attached to tribunals;
4. various items of public information - free access;
5. forms used by the institution;
6. formalities for entering records in the Trade Register for each category of professional and operations;
7. statistical data regarding the operations recorded.
The online services provided by the National Trade Register Office are available on its e-services portal, which has been developed through the Sectoral Operational Programme ‘Increasing Economic Competitiveness’, ‘Investments for your future!’ under the project ‘Online services (e-Government) provided by the National Trade Register Office to the business community via a dedicated portal’.
The online services provided by the National Trade Register Office via the e-services portal include the following:
The 'Recom online' service provides the following information on professionals:
The information provided by the Trade Register can be accessed online via the e-services portal of the National Trade Register Office. Access to the information is allowed after registration as a user (by creating a username and password) and is free of charge.
The information in the National Trade Register Office portal is structured by services provided. Some information may be accessed free of charge, some for a fee, in accordance with the legislation in force.
The information available includes the following:
All sections of the website https://www.onrc.ro/index.php/en/ can be accessed free of charge and are available 24 hours a day.
The information available free of charge through the service Recom on-line can be searched using the following criteria:
General information for interested persons available free-of-charge from the online Recom service includes:
History of Romania's Trade Register
The Trade Register was set up in 1990, pursuant to Law No 26/1990 on the Trade Register.
A dedicated portal providing new online services to the business community and other interested persons was launched in the second half of 2011.
Objectives of the National Trade Register Office:
The Romanian Trade Register has been set up and operates in accordance with Law No 26/1990 on the Trade Register, republished, as amended. Authorisation for the establishment of entities subject to the obligation to be entered in the Trade Register, the operation thereof and registrations in the Trade Register, and registration of any amendment to the founding documents, or other aspects expressly provided for, is issued in accordance with Law No 26/1990, Government Emergency Order No 116/2009, Law No 359/2004, and the Implementing rules for keeping trade registers, recording operations and providing information, approved by Order No 2594/C/2008 of the Minister of Justice. The specific aspects of each type of activity that is subject to the obligation to be entered in the Trade Register are governed by specific legislative acts. The most important are Company Law No 31/1990, Law No 1/2005 on the organisation and functioning of cooperatives, Agricultural Cooperatives Law 566/2004, Government Emergency Order No 44/2008 on the performance of business activities by sole traders, sole proprietorships and family businesses, and Law No 161/2003 on certain measures for ensuring transparency in holding public office, exercising public functions or conducting business, and for preventing and penalising corruption.
The national provisions below state that third parties can rely on the information and documents in the Trade Register, in accordance with Article 17 of Directive (EU) of 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law.
(1) The Trade Register is publicly available.
(2) The Trade Register Office shall provide, at the expense of the person registering the request, information, extracts from the register and certificates regarding the data registered in the Trade Register and certificates confirming whether or not a given document or act has been recorded, copies and certified copies of the records in the register and the documents submitted, for which a fee will be charged.
(3) The documents referred to in paragraph (2) may also be requested and issued by post.
(4) The documents mentioned in paragraph (2), in electronic format, with an extended electronic signature included, attached or linked, may be requested and issued by electronic means via the online services portal of the National Trade Register Office. They may also be requested via the electronic Point of Single Contact (PSC), in accordance with Government Emergency Order No 49/2009 on the freedom of establishment of service providers and the freedom to provide services in Romania, as amended by Law No 68/2010.
(5) The charges for providing copies and/or information, regardless of the method of delivery, may not exceed the administrative costs incurred for the provision thereof.
(1) Electronic copies of the documents and information referred to in Article 4 shall also be made available to the public through the trade registers interconnection system, at the applicant’s expense.
(2) The charges levied for providing copies and/or information from the Trade Register through the trade registers interconnection system shall not exceed the associated administrative costs.
The enforceability of the documents and acts of persons subject to the obligation to be entered in the Trade Register is provided for under Article 5 of Law No 26/1990 on the Trade Register, republished, as amended:
(1) Registration and mentions may be enforced against third parties as from the date they are entered in the Trade Register or published in Part IV of the Official Gazette of Romania, or in another publication, as provided for by law.
(2) Persons subject to the obligation to request that a record be entered may not claim enforceability against third parties of unrecorded documents or acts, unless they can prove that the latter were aware of those documents and acts.
(3) The National Trade Register Office shall publish on its website and on the online services portal and submit for publication on the European e-Justice Portal up-to-date information on national law as regards the advertising and enforceability against third parties of documents, acts and mentions of persons required to register in the commercial register.’
Moreover, companies are subject to special provisions in this respect, i.e. Articles 50-53 of Companies Law No 31/1990, republished, as amended:
(1)Documents or acts that have not been publicised as stipulated by the law cannot be enforced against third parties, unless the company can prove that the latter were aware of them.
(2) Any operations carried out by a company before the 16th day from publication in Part IV of the Official Gazette of Romania of the report of the hearing judge (at present, applications can be decided on by the Director of the Trade Register Office/person appointed by the Director-General of the National Trade Register Office, in accordance with Government Emergency Order No 116/2009, as amended) shall not be enforceable against third parties, if the latter can prove that it was impossible to know of such operations.
However, third parties may invoke documents or acts that have not been publicised, unless the fact that they were not publicised cancels their effect.
(1) In the event of inconsistency between the text submitted to the Trade Register office and the text published in Part IV of the Official Gazette of Romania, or in the newspapers, the company cannot enforce the published text against third parties. Third parties may enforce the published text against the company, unless the company can prove that they were aware of the text submitted to the Trade Register office.
Article 12(1) of Law No 26/1990 on the Trade Register, republished, as amended, states as follows:
(1) The Trade Register shall consist of a register for recording legal persons that are companies, national companies or national enterprises, public corporations, economic interest groupings, cooperative organisations, European companies, European economic interest groupings, or other legal persons expressly provided for by law with main or secondary offices in Romania, a register for recording legal persons that are cooperative companies or European cooperative companies with main or secondary offices in Romania, and a register for recording sole traders, sole proprietorships and family businesses with professional or secondary offices in Romania. These registers shall be kept in a computerised system.
Under Article 51(2) of Law No 26/1990 on the Trade Register, republished, as amended, ‘records in the Trade Register are entered electronically, both at the Trade Register offices attached to tribunals and in the central computerised register.
More information available here.
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