New financial statements filing date and forgoing of authenticated statements - some of the new support measures in the context of the pandemic

Some of the measures recently enacted in the context of the COVID-19 pandemic include the simplification of the registration procedures at the Trade Register Office (the "Office") and the extension of the filing date for annual financial statements. By Presidential Decree[1] it was established that certain affidavits and signature samples could be submitted under private signature (and not authenticated, as was necessary before), while also strengthening the rule according to which the filing and settlement of applications with the Office are made by electronic means, without any physical presence at the authority's premises. Also, as a support measure, the Government extended the deadline for submitting the annual financial statements and accounting reports for the 2019 financial year[2]. Waiver of the requirement to authenticate affidavits and signature samples During the state of emergency, the affidavits and the signature samples that were submitted in authentic form or certified by a lawyer shall be filed as documents under private signature. This measure benefits both companies (SMEs or large taxpayers), as well as freelancers, individual enterprises and family enterprises, which will no longer have to make additional expenses and travel during the state of emergency for affidavits and signature samples to be authenticated or certified. When submitted online, the affidavits may also be signed with a qualified electronic signature. Signature samples will have to be signed with wet ink and then converted into electronic documents to which a qualified electronic signature will be attached. This change has the following practical applications:

» for companies that wish to carry out operations such as change of the governing bodies (appointment of a new administrator or director) or of control bodies (appointment of a new auditor);

»  for incorporation procedures, the founders and members of the management or control bodies will no longer need to file the affidavits and signature samples in authentic form;

»  for adding new shareholders in Limited Liability Companies, there is no need to authenticate or certify the affidavits regarding the fulfilment of the legal requirements provided by the Romanian legislation in order to hold and exercise the position of the shareholder.

Extension of the filing deadline for annual financial statements The Government decided that the financial statements for 2019 may be submitted until July 31, 2020. This is a derogation from the provisions of the Accounting Law no. 82/1991 which provides that the financial statements shall be submitted within 150 days from the end of the financial year. At the same time, the deadline for submitting annual accounting reports is extended until July 31, 2020. Special measures regarding the interaction with the Office The provisions of the Presidential Decree reiterate the manner of conducting the Office's activity without any physical presence of the public. Thus, it is explicitly provided that during the state of emergency, the contact of the companies with the Office is to be made only by means that do not imply physical presence at the headquarters of the institution, as follows:

» by electronic means, based on the registration application, together with the documents annexed to it in electronic form, having the extended electronic signature incorporated, attached or logically associated, or

» by correspondence, documents on physical paper support.

At the same time, the requests for obtaining certified copies and excerpts, as well as the requests for publishing in and obtaining copies of the Insolvency Proceedings Bulletin will be made via electronic means or correspondence (paper support).

 

[1] Presidential Decree no. 240/2020 regarding the extension of the state of emergency on the territory of Romania published in the Official Gazette, Part I no. 311 of April 14, 2020 [2] Emergency Ordinance no. 48/2020 regarding some financial-fiscal measures, published in the Official Gazette, Part I no. 319 of April 16, 2020