March 23, 2024 rcplegal 0 Comments

In 2022, Law no. 265/2022 regarding the trade registry and for the modification and completion of other normative acts with an impact on registration in the trade registry entered into force, which detailed the attack route against the decisions made by the registrars of the Trade Registry.

First of all, it is to be clarified that the registrars no longer issue “resolutions,” but currently have a status of “legal specialty personnel invested to carry out the public service of prior legality control before registration in the trade registry” and issue Decisions.

The registrar has thus taken over from the director of the Trade Registry Office the competence to analyze and order registration in the Trade Registry.

Law 265/2022 describes a new configuration of the complaint against the registrar’s decision. When the registrar rejects a registration request, through the complaint and the control carried out by the judicial authorities, any interested person can ensure that the registrar’s examination was legal and thorough. The same will be verified if the Registry admits a registration request that does not meet the legal conditions from the petitioner’s point of view.

The complaint can be filed either by the author of the registration request or by any other interested person, within 10 calendar days. The 10-day period starts for the applicant from the date of communication of the decision (if communication by mail or electronic means has been requested); from the date of publication of the decision in the Electronic Bulletin of the Trade Registry (if this date precedes communication) or from the date of pickup at the Trade Registry counter or, if not picked up at the counter, from the date of publication of the decision in the Electronic Bulletin of the Trade Registry.

The 10-day period runs separately for other interested persons to challenge the registrar’s decision, respectively: from the date of publication of the decision in the Electronic Bulletin of the Trade Registry or from the date of publication of the documents in the Official Gazette of Romania, where the law provides for such publication.

The complaint is filed differently and judged by different courts, depending on the quality of the Applicant, as follows:

1) If the Applicant is a natural person authorized, individual enterprise or family enterprise, the complaint is filed directly at the court within whose territorial jurisdiction the Applicant’s professional headquarters is located;

2) If the Applicant is a legal person, the complaint will be filed at the Trade Registry Office, which will mention it in the Trade Registry and communicate it to the court within three working days from the date of submission.

If the complaint is filed directly with the court, at the first hearing, the Applicant is informed that until the next hearing, proof of the registration of the complaint in the Trade Registry must be provided.

The complaint is resolved by summoning the parties and the competent Trade Registry Office.

The complaint itself is not suspensive of execution, but the decision resolving the complaint is enforceable and is subject only to appeal, within a period of 15 days from the pronouncement for the present parties and from the communication for the absent parties.

In practice, we increasingly encounter situations that arouse surprise and dissatisfaction among our clients regarding the decisions of the Trade Registry, and the procedure of lodging complaints against the registrar’s decisions proves to be a useful instrument for safeguarding corporate interests.

Author: Atty. Lavinia Rusu

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