When an application for entry, deletion or announcement in the Commercial Register is filed, it is possible to receive instructions to remedy irregularities or even an outright refusal. Where instructions are given by the registration official, the application remains with the status “pending” until the irregularities are remedied.

When are instructions to remedy irregularities issued?

The registration official gives instructions to the applicant in the following cases:

  • Required documents have not been enclosed;
  • The presence of documents with a notarised signature or certified content that have not been entered into the Information System of the Notary Chamber, or a discrepancy between the documents submitted and the data in the system;
  • Discrepancies in the civil-registration data of the persons in the National Database “Population”;
  • An unpaid State fee that is due.

The instructions are published in the electronic file of the respective legal entity or company. If an application for initial registration is being filed, the instructions are announced on the website of the Registry Agency. Publication takes place no later than the working day following the filing of the application.

Checking and complying with the instructions

If the applicant has not provided an e-mail address for notifications, it is advisable to monitor the progress of the file in the Commercial Register regularly. Where an e-mail address has been provided, the instructions are also sent to it.

To comply with the instructions given, an application using template Ж1 is filed, in which the irregularities and the documents provided are described. The instructions do not contain a specific time limit, but only a reference to Article 19(2) of the Commercial Register and Register of Non-Profit Legal Entities Act, which lays down the time limit for compliance.

Time limit for complying with the instructions

The time limit for remedying the irregularities is three working days. If the instructions are not complied with within this period, the official issues a refusal.

Grounds for refusal when filing an application

Even where instructions have been given, if the defect in the application is material, a refusal is issued. The grounds for an outright refusal may be:

  • The wrong application has been filed;
  • The application has been completed incorrectly;
  • A circumstance that is not subject to entry, deletion or announcement;
  • The application has not been filed by an authorised person;
  • Another person's rights in the trade name or designation, or the use of impermissible symbols.
Appealing a refusal

The refusal may be appealed within a 7-day period before the regional court at the applicant's registered seat. The appeal is filed through the Registry Agency. The decision of the regional court may be appealed within a 7-day period before the court of appeal, whose decision is final.

If the court sets aside the refusal, it issues a decision with instructions to the Registry Agency to carry out the requested action. Costs are awarded in accordance with the Civil Procedure Code, if requested by the parties.

Re-filing an application

An appeal is not mandatory; applicants may file a new application. In this case, documents already submitted may be used, provided that the number of the previous application and the type of documents are indicated. A new declaration under Article 13(4) of the Commercial Register and Register of Non-Profit Legal Entities Act must be submitted, and a new State fee must be paid.

Should you need legal advice or assistance, contact us on tel.: 0887550706 or by e-mail: [email protected]