What Are the Consequences of Failing to Register Changes With the Central Registry?

In the business world, the Central Registry is much more than just an administrative institution. It represents the public “identity card” of every company, a place where all essential information defining its legal and factual status is recorded, from the company name and registered office to managers, shareholders/members, and the amount of share capital. Maintaining these records accurate and up to date is not a matter of choice, but a strict legal obligation.

Many managers and company owners, due to the pace of everyday business operations, often neglect or postpone the registration of changes that have occurred. Changes of a manager, registered office, shareholder/member, or increases in share capital are often considered “internal matters” that can wait. However, this “forgetfulness” may trigger a chain of serious legal and financial consequences that can threaten not only a specific legal transaction but also the entire operation of the company.

This article provides a detailed analysis of the risks you face when changes within your company remain unregistered with the Central Registry.

Failing to Register Changes Causes Ineffectiveness Toward Third Parties: Legal Uncertainty and Challenged Agreements

his is the most fundamental and direct consequence. Information registered in the Commercial Register is public, and everyone is considered entitled to rely on such information. The law protects this principle of public trust. An entry in the register produces legal effect toward third parties on the day following the date of publication on the website of the Central Registry.

According to the Company Law, registered information may be invoked against third parties only after publication, unless the company proves that the third party was aware of such information even before publication.

What Does This Mean in Practice?

If you have appointed a new manager but have not registered the change, the old manager will still be considered the legitimate representative for all third parties (banks, business partners, state authorities). An agreement signed by the new, unregistered manager may easily be challenged by a third party, which may rightfully claim that it entered into an agreement with an unauthorized person. On the other hand, if the former, dismissed manager who is still registered and enters into an agreement, the company will remain bound by that agreement because the third party acted in good faith, relying on the publicly available registry information.

If you have changed the registered office but have not registered the change, any official documents (lawsuits, decisions, warnings) delivered to the old address will be considered properly served. This may result in missing important deadlines and losing rights in judicial or administrative proceedings.

In short, until the change is registered and published, from the perspective of the outside world it is as if the change never occurred, creating significant legal uncertainty and confusion.

Administrative Offence Liability: Fines for the Company and the Responsible Person

Failure to register changes is not merely a procedural omission; it is a legally defined offence subject to financial penalties. The Company Law contains several provisions sanctioning such failures. The Company Law provides that a limited liability company shall be fined if it fails to register “any change of registered information, any accession or withdrawal of a shareholder/member from the company in the Commercial Register.” Similar provisions apply to other forms of companies.

The Amount of the Fine Depends on the Size of the Company:

• Micro Company: EUR 500 to EUR 1,000

• Small Company: EUR 1,000 to EUR 2,000

• Medium-sized Company: EUR 3,000 to EUR 6,000

• Large Company: EUR 5,000 to EUR 10,000

It is important to understand that liability does not end with the company. For the same offences, the law also provides a fine for the responsible person within the company (the manager), ranging from EUR 100 to EUR 500.

3. Personal and Unlimited Liability of the Manager for Damages

This is perhaps the most serious financial risk for a manager. The law provides that the manager is the person responsible for submitting the registration application. Failure to perform this duty may result in personal liability.

The Company Law is particularly important because it states tbat “if, due to failure to submit an application for registration within the prescribed period, damage is suffered, the damage shall be compensated by the natural person who was obliged to submit the registration application, personally and without limitation with all of their assets.”

Practical Example: A company dismisses a manager and appoints a new one. The new manager fails to register the change with the Central Registry. The former manager, who is still registered as an authorized representative, obtains a bank loan on behalf of the company and appropriates the funds for personal purposes. Since the bank acted in good faith based on the information available in the registry, the company will remain obligated to repay the loan. In such a case, the company (or its shareholders/members) may sue the new, negligent manager and seek compensation from their personal assets for the entire damage caused by the failure to register the change.

This liability also arises from the general duty of the manager to act with the care of an orderly and conscientious merchant..

4. Criminal Liability: When Does Negligence Become a Crime?

Although rare, in extreme cases, intentional failure to register changes or submitting false information may constitute a criminal offence. This occurs when the omission forms part of a broader criminal intent.

• Abuse of Official Position and Authority: If a manager intentionally fails to register a change (for example, their own dismissal) in order to continue using the position to obtain unlawful financial benefit for themselves or cause damage to the company.

• Fraud: If maintaining a false image in the Central Registry (for example, indicating that a person is still a shareholder/member or manager) misleads a business partner into entering into a harmful agreement.

• Falsification of Business Records: Although not directly related to registration, knowingly maintaining incorrect information in internal records (such as the shareholder/member register), which serve as the basis for registry entries, may form part of this criminal offence.

5. Procedural Obstacles and Rejection of Future Registrations

The Central Registry operates based on continuity and accuracy of registered information. If you have failed to register one change, you may encounter problems when attempting to register another. For example, if you have not registered a change of manager, the new manager will not be able to submit an application for increasing the share capital because they are not recognized in the system as an authorized person.

This creates an administrative “deadlock” that may prevent the adoption and implementation of important business decisions. This occurs because the registrar verifies whether the applicant is an authorized person, and an application submitted by an unauthorized person will be rejected.

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CONCLUSION

Keeping information in the Central Registry accurate and up to date is not a bureaucratic formality; it is the foundation of legal certainty in business transactions.

Every unregistered change is a ticking time bomb that may explode in the form of challenged agreements, significant fines, personal liability of the manager with all of their assets, and even criminal liability.

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Note: This article is intended for informational purposes only and should not be considered legal advice. Legal issues can be complex and each situation may have specific circumstances that require individual analysis. For this reason, we recommend consulting a qualified attorney who can provide tailored legal guidance for your particular case.