Company filings at the Trade Register: the 15-day deadline and what happens if you miss it

You move the registered office, appoint a new director, transfer shares. The deed is signed, the decision is made, and inside the company things are already happening. In the eyes of the law, however, until the change is filed with the Trade Register it does not exist for anyone outside the company.

That is the consequence most directors underestimate. Not the fine. The fact that the act has no effect against third parties.

The deadline: 15 days

The law requires filing the entries concerning acts and facts whose registration is prescribed by law within no more than 15 days from the date of the act or of the occurrence of the fact. For legal entities, the application is filed, unless the law provides otherwise, within 15 days of the date of the amending deed.

The clock runs from the date of the deed, not from the date you find time to deal with it. A shareholders' resolution dated today starts the clock today.

What gets filed, in practice

• Change of registered office and extension of the right to use the premises;
• Opening or closing a working point;
• Appointment, revocation or change of the director and their details;
• Transfer of shares and change in the shareholder structure;
• Increase or reduction of share capital;
• Change of name or legal form;
• Adding or removing activity codes and changing the main object of activity;
• Suspension and resumption of activity;
• Amendments to the articles of association generally.

A practical rule: if the information appears on the company's public certificate, a change to it must be filed.

Why enforceability against third parties matters

The law provides that registrations and entries are enforceable against third parties from the date they are recorded in the Trade Register. In concrete terms:

• A director who has been revoked but is still on record can validly bind the company towards a good-faith third party.
• The old registered office remains the address where documents are validly served on you, including by authorities and courts.
• An unfiled share transfer is not enforceable: for the bank, the tax authority and any partner, the shareholder is the one on record.
• An undeclared working point behaves, during an inspection, as an undeclared working point.

The moment the problem usually surfaces is not an inspection but a transaction: financing, an important contract, due diligence. That is when the company certificate is requested, and it shows something other than reality.

The cost of filing

No fees or charges are levied for the filing operations covered by articles 41 and 43 of the law. What makes people postpone is not the cost, but the paperwork.

What happens when the file is incomplete

If the application or the documents do not meet legal requirements, or the registrar considers further information necessary, they grant a remediation period of no more than 15 calendar days. In practice, a poorly prepared file costs you another round, and in the meantime the entry is still not enforceable.

The risk at the end of the line

Register irregularities do not stay a formality. The Trade Register may, in the cases provided by law, initiate dissolution actions, and the list of targeted companies is published in the register's electronic bulletin at least 15 calendar days in advance. An expired registered office that was never renewed is one of the classic ways to end up there.

The correct order of operations

1. Take the decision and document it: a shareholders' resolution or sole shareholder decision, with a certain date.
2. Prepare the amending deed and supporting documents before the 15 days run out.
3. File the application, online or at the counter.
4. Receive the registrar's conclusion and the updated company certificate.
5. Pass the change on where it produces effects: bank, tax authority, partners, ongoing contracts.

Step five is the one most often skipped. Filing with the register does not automatically update your bank account, your contracts or your powers of attorney.

Source for the deadlines in this guide: Law no. 265/2022 on the trade register, articles 43, 44, 46, 87 and 116.

If you have a change to make and would rather not miss the deadline or file twice, we handle the file, from drafting the deeds to the updated company certificate. Tell us what needs changing.