With the amendments published in State Gazette No. 87, the Commercial Register and the Register of Non-Profit Legal Entities Act (“CRRNPLEA”) has undergone significant additions aimed at increasing transparency and control in the management of commercial companies.

The most substantial innovation is the establishment of a special Register of Persons Disqualified from Serving as Managers or Members of Management and Supervisory Bodies. It will contain information on persons who:

• have been declared insolvent;

• have served as managers or members of the governing bodies of a company dissolved due to insolvency within the past two years, where creditors remained unsatisfied;

• have been subject to penalties or court-imposed prohibitions on exercising managerial activities;

• have participated in the management of a company for which a final penal decree has established non-compliance with obligations under the Oil and Petroleum Products Reserves Act.

The introduction of this register enables the Registry Agency (“RA”) to provide and exchange information through the European Business Registers Interconnection System (BRIS), including regarding persons falling within the above categories.

Access to the register will not be public. Data will be provided ex officio to the competent institutions. Nevertheless, business obligations are strengthened: any individual proposed for appointment as a manager or member of a governing body must not appear in this register in order to be entered.

Despite the non-public nature of the register, every individual has the right to obtain confirmation of whether they are listed in it and, if so, to review the documents contained in their register file. This right also applies to the heirs of such individuals.

Another key change is the introduction of a requirement that documents subject to publication or used as the basis for registering circumstances must be stored in a machine-readable format that allows full-text search. In practice, this means that documents cannot be submitted merely as an “image”; instead, a version must be provided (such as a searchable PDF) that allows keyword searches within the document itself.

This, in turn, may necessitate the business to:

• adapt internal documents and the formats used;

• update procedures for signing and archiving.

CRRNPLEA explicitly provides that in case of discrepancy between an original document and its machine-readable version, the original prevails. This underscores companies’ responsibility to ensure accuracy and consistency when preparing their electronic documents.

The amendments transpose the requirements of Directive (EU) 2019/1151 (“the Digitalization Directive”) regarding the use of digital tools in company law. The expected result is more efficient information exchange between state institutions and faster processing of registry services.

At the same time, the Minister of Justice must bring the secondary legislation in line with the Act within six months, and the Council of Ministers must update the fees for registry services at the Registry Agency within three months.

The introduction of the new register and the enhanced digitalization standards are expected to strengthen confidence in corporate structures, facilitate verification of company information, and improve the quality of the data contained in the register. For businesses, this means both new obligations and opportunities for more transparent and proper corporate governance.