As it is known, besides the necessary documents for the registration of the company at the Trade Register (proof of availability of name, constitutive act, etc.) at the application of registration of the company must be attached the document that gives entitlement to use the space destined for registered office: rental contract, commodity contract, sale contract, certificate of succession, etc.

Therefore, for the valid registration/establishment of a company (LLC /JSC) it is mandatory for it to have a declared registered office address and all papers/documents issued by the company must include mentions regarding the registered office address.

This process turns out to be quite complicated, causing delays in the registration of the company due to the need to acquire/prepare additional documents/approvals: neighboring agreement, approval of the owners’ association, etc.

Since the space indicated as a registered office is designed for living purposes, we must take into account the art. 40 of Law no. 196/2018 regarding the establishment, organization and functioning of owners’ associations and administration of condominiums, with subsequent modifications and completions, according to which: „(1) Change the destination of the house, as well as spaces with a destination other than housing, present in the initial project of the building, it may be done only with the written opinion of the executive committee and with the prior written consent of the directly affected owners with whom the space subject to change is bordering, horizontally and vertically;

(2) In addition to the agreement mentioned in par. (1), the directly affected owners with whom it borders, horizontally and vertically, the space subject to change, and the owner who asks for consent to change the destination of the home or space with another destination other than that of the home also signs a convention regarding the declaration of the activity that will take place in the respective space, as well as the number of persons according to which the expenses will be calculated by number of persons;

(3) A copy of the convention provided in par. (2) is handed over to the president of the owners’ association in order to attach it to the association agreement.”

However, according to art. 17 par. (6) of the Companies Law no. 31/1990: in the case of companies, the approval of the owners’ association is not necessary when the administrator of the company, where applicable, the administrators of the company declares on their own responsibility that no activity is carried out at the registered office address.

In addition, in practice, there were situations in which at the time of registration, the administrator/associate of the company did not have the possibility to indicate a space in which to establish the registered office address of the company in question.

In order to avoid going through this preliminary procedure: to rent the space necessary to establish the registered office, to obtain the neighbors’ agreement and the approval of the owners’ association (if the building has a home destination), the legislator provided the possibility of temporarily establishing the company’s registered office address at the professional office address of the lawyer and the possibility of registering them in the name and on behalf of the client, of parts of interest, of the social parts or of the shares of the companies. (art. 3 par. ( 1 ) letter h ) of Law 51/1995).

The temporary establishment of the registered office address of companies at the professional office address of the lawyer implies the use of the professional office address of the lawyer for the limited purpose of legal registration and authorization of the functioning of the company or, where applicable, for moving of the office or for establishing a secondary registered office of the company in question.

In order to temporarily establish the office address of the company in question, the lawyer will prepare and sign with the company’s representative a separate contract of legal assistance having this object.

The period for which the office address of the company in question is established at the professional office of the lawyer may not exceed one year, and the proof of the office address is made with the legal assistance contract.

The advantages of this procedure are that the company will be registered in a much shorter term, it is no longer necessary to rent a special space at which the registered office of the company is established, the agreement of the neighbors and approval of the owners’ association is no longer necessary, it is not necessary to submit the declaration for establishing the tax on non-residential buildings, etc.

Correspondence will be received and sent to an address indicated by the management bodies of the company or will be picked up personally from the professional office of the lawyer. 

The costs for the temporary establishment of the office address of some companies at the professional office address of the lawyer are reduced compared to the price paid in case of renting/buying a space destined for the registered office.

Author: Atty. Ionut Sfetcu