Romania gives lawyers extended representation powers

Rodica Manea
Rodica Manea
Elena Andrei
Elena Andrei

In an effort to expedite company registrations, Romania passed Law no. 208/2020 (the “Law”), which entered into force on 26 September 2020 and which grants extended powers to lawyers in connection with the registration formalities with the Romanian Trade Registry and the representation of clients with other authorities.

Lawyers to provide evidence of signature specimens

The most important change brought by the Law is the relaxation of registration and incorporation formalities for companies and changes in the management of companies.

During the pandemic, the Romanian government passed Government Emergency Ordinance no. 70/2020 (GEO 70/2020), which temporarily addressed this issue by providing that – for six months from the cessation date of the state of emergency (i.e. until 16 November 2020) – all signature specimens must be submitted to the Trade Registry in a notarised form, certified by a lawyer, under private signature, without any other formality, or provided directly in front of Trade Registry clerks.

The new feature of the Law is that lawyers can now provide evidence of the signature specimens of directors and managers. In order to do this, the lawyer must submit to the Trade Registry a special power of attorney containing the client’s signature (i.e. the signature of the respective directors or managers). The signature on the power of attorney must be made in person in front of the lawyer.

The above process will be also applicable to incorporation or registrations of any changes in the management of subsidiaries, branches, autonomous administrations (regii autonome), cooperative organisations, authorised individuals, and family associations.

Lawyers to attest the date of UBO statements

Another change brought on by the Law concerns the form of the ultimate beneficial owner (UBO) statement.

Under the provisions of the new Law, UBO statements must be concluded in front of a Trade Registry representative or may be submitted in person, or by representative, with the certified date given by a public notary or attested to by a lawyer. In this way, the Law eliminates the possibility of submitting the UBO statement as a document under private signature and gives to lawyer the power to attest the date of the UBO statement.

The GEO 70/2020 extended the deadline for the submission of UBO statements until 1 November 2020.

However, UBO statements submitted before 1 November can be given under private signature or electronic format and can be submitted to the Trade Registry without any other formality via electronic means with an electronic signature or by post and courier. Also, UBO statements can be presented in notarised form, certificated by a lawyer or given in front of the Trade Registry clerks.

Other representation powers for lawyers

Other changes provided by the Law regard the possibility for a lawyer to obtain, on behalf of a client, based on a specific power of attorney, the criminal record certificate (certificat de cazier judiciar) and the certificate of civil status (certificat de stare civila) for individuals.

Rodica Manea, CMS Cameron McKenna Nabarro Olswang LLP SCP
Elena Andrei, CMS Cameron McKenna Nabarro Olswang LLP SCP

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