Update with respect to the suspension of company REGISTRATION applications during the state of emergency

UPDATE:

The National Trade Registry Office reverted with information on the interpretation of art. 45 of the Decree no. 195/16 March 2020 issued by the President of Romania on the declaration of the state of emergency over the territory of Romania and on the Instructions issued in relation to the application of art. 45 of the Decree, stating that the activity of the National Trade Registry Office and of the trade registry offices attached to tribunals continues in relation to the registration of new companies in the trade register. The registration of companies will be carried out by electronic means, based on the registration application and the documents enclosed thereto electronically, having the extended electronic signature incorporated, attached or logically associated.

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Among the measures stipulated in the Decree of the President of Romania no. 195 of 16 March 2020 on the declaration of the state of emergency over the territory of Romania (the “Decree”) there is one limiting the activity of the National Trade Registry Office and of the offices and trade registries attached to tribunals. Thus, the activity that concerns the recording of entries on legal and natural persons registered in the trade registry will be conducted, throughout the state of emergency, only by electronic means, based on the entries recording application and the documents attached thereto electronically, having the extended electronic signature incorporated, attached or logically associated.

The instructions issued by the National Trade Registry Office on the application of the provisions of art. 45 of the Decree add that recordings in the trade register concern the noting of entries and the recording of other entries that, pursuant to the law, must be specified in the trade register.

In interpreting those of the above, some trade registry offices in the country refuse to register company registration applications, arguing that the Decree orders that the activity should continue only in relation to already registered persons but not for new incorporations.

Thus, natural and legal persons interested to incorporate a company must take into account that, if they will file a registration application, even by electronic means, such application will be given a settlement term that goes beyond the termination of the state of emergency. As far as we know, at this point the practice is not unanimous among the trade registry offices in the country.

Furthermore, at this point, it is difficult to anticipate what effects will this have on the registration and resolution term of applications. Usually, company registration applications were recorder within 1 or 2 days as of submission, and their processing regularly took another 1 or 2 days, presuming no additional information were necessary. Given that certain trade registry offices intend not to settle company registration applications throughout the state of emergency, investors should expect that the period of time necessary to incorporate a company will be significantly prolonged even after the termination of the state of emergency, due to the vast amount of work that will need to be carried out by the personnel of the trade registry offices.

Moreover, in another interpretation of the provisions above, some trade registry offices in the country record entry noting applications but consider that the resolution of such applications is suspended until the state of emergency is lifted. In this case also, investors should expect delays determined by the volume of files that will be pending resolution immediately after the termination of the state of emergency.

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