Where part of the share capital of an LLC is acquired, what is the procedure for registering this?

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In order to register the amendments made to the constitutive documents and to the data entered in the State Register concerning a change in the composition of the associates, the documents specified in art. 17 of Law no. 220/2007 and art. 14 of Law     no. 308/2017 on preventing and combating money laundering and terrorism financing must be submitted:

  • the application for the registration of the amendments, in the form approved by the state registration body (it is drawn up at the state registration body);
  • the decision of the competent body of the legal entity on amending the constitutive documents and the data entered in the State Register;
  • the addendum on the amendment of the constitutive documents (it is drawn up at the state registration body);
  • the document confirming payment of the fee for registering the amendments;
  • the declaration on the beneficial owner of the legal entity.

At the same time, art. 25 para. (9) and art. 30 para. (4) of Law no. 135/2007 stipulate that, in order to register in the State Register of Legal Entities the amendments made to the constitutive documents concerning the alienation/acquisition of a participation share, the legal act of alienation is submitted:

1. by the acquirer, if the legal act was drawn up in one of the following forms:

  • an electronic document, signed with the qualified electronic signature of the parties;
  •  a paper document in authentic form;
  • a paper document bearing the handwritten signatures of the parties, accompanied by the handover-receipt act in which the parties’ signatures are notarised;

2. by the parties signing the legal act, if it takes the form of a paper document bearing the handwritten signatures of the parties;

3. by the representatives of the parties signing the legal act, if it takes the form of a paper document bearing the handwritten signatures of the parties and the representatives are authorised by a power of attorney in authentic form or hold a power of representation granted through the automated information system “Register of powers of representation based on electronic signature” (MPower).