Traders can carry out their activity in Romania through one of the forms of organization provided by law 31/1990 and the Fiscal Code. Among these forms of organization are the branches of companies already established, in Romania or abroad.
What is a Branch?
According to art. 43 para. 1 of Law 31/1990, “branches are dismembered without legal personality of companies and are registered, before starting their activity, in the trade register of the county in which they will operate”.
To establish a branch, the following documents are required:
1. The constitutive act and the statute of foreign legal entities if they are contained in separate documents, together with all amendments to these documents or the updated constitutive act, in a legalized translation made by an authorized translator;
2. Documents attesting to the registered office of legal entities abroad, its object of activity and, at least annually, the value of the subscribed capital (if this information is not found in the documents from point 1 above);
3. Identity documents of the persons authorized to represent the branch (copies certified by the party);
4. The document certifying the right to use the space intended as the branch’s registered office
5. In the case of branches opened by legal entities that are not governed by the law of a member state of the European Union or the European Economic Area, the annual financial statements of the economic operator are submitted to the trade register at the headquarters of the branch,
6. A certificate, certifying the existence of the company, issued by the register in which the foreign legal entity is registered, accompanied by a legalized translation into Romanian, carried out by an authorized translator;
7. As the case may be, information regarding the fiscal records of natural persons who have the obligation to present the certificate of fiscal records (obtained by ORCT, ex officio, from ANAF) or the authentic declaration for personal responsibility of natural persons (foreign citizens) authorized to represent the branch , from which it appears that it is not fiscally registered in Romania and, as the case may be, the translation made by an authorized translator of the signature to be legalized by a notary public;
8. The affidavit of the representative of the legal entity that deals directly with the activities of the branch, from which it can be seen that he fulfills the legal conditions for holding this quality;
9. Standard declaration on own responsibility regarding the fulfillment of the conditions of operation/performance of the activity;
10. If applicable:
• the owner’s association’s opinion regarding the change of destination of collective buildings with housing regime, provided for by Law no. 196/2018 (completed on the form – type – original);
• proof of the authorizations or approvals issued by the competent authorities as a prerequisite for registration/registration in the trade register, when the issuance of such authorizations or approvals is provided for by law, respectively the evidence regarding the fulfillment of the conditions provided by special laws, corresponding to the field of activity (in original or certified copy);
• proof regarding the authorization of the appointed person to fulfill the legal formalities (original);
11. Evidence regarding the payment of legal fees
12. Application for registration Annex 1 regarding fiscal registration;