We value transparency and believe in keeping our customers informed about our framework and how we operate.

In this post, we will discuss the legality of our work, our justification for it, and explain any limitations we've encountered and our solutions to ensure the legitimacy of Incorpo.ro.

Preface

The purpose of this page is to inform users, lawyers, partners, and government organizations about what Incorpo.ro does and how it complies with legal requirements.

There has always been skepticism, and rightly so, about automating tasks that lawyers typically perform.

Therefore, this article will explain the steps we take to ensure our platform complies with the law and does not provide any prohibited legal advice or assistance.

Our Approach to Business Registration

1: We Provide Templates

• Our templates are sold in a similar manner to contract books found in libraries such as Editura Hamangiu, C.H. Beck, and Universul Juridic.
• These are standardized legal documents prepared by legal experts and are not customized for specific individuals or entities.
• This approach offers reliable and legally compliant documents suitable for standard business setups.

What's Included in the Templates?

• Comprehensive and compliant, our templates adhere to Law 31/1990 and Law 255/2022.
• They include all the necessary forms for business registration, as well as shareholder agreements, ensuring all legal bases are covered when setting up a company.
• 2: Personalizing Your Documents

Our system automatically populates the templates with your information from the onboarding forms, ensuring accuracy and saving you time by eliminating manual data entry.

• This adds a personalized touch to standard templates, tailoring them to your specific business needs.
• Unlike a lawyer, we don't do it for you; instead, you take the reins using our web app, aided by our AI assistant, Alexandra, and the guides we've provided.
• 3: Electronic Signatures

We offer digital signing through our partnership with a certified electronic signature provider.These electronic signatures carry the same legal weight as traditional handwritten signatures, allowing you to continue without the need for a lawyer to certify your identity.

This feature is especially beneficial for remote or overseas clients, enabling them to complete processes conveniently from anywhere in the world.

• When hiring a lawyer, you would typically need an additional contract allowing them to represent you and certify your identity, which can be a time-consuming and manual process, often requiring more KYC procedures for electronic signing.
• Our procedure ensures you can get your documents signed quickly, digitally, and without the involvement of a lawyer.
• 3: Submitting Your Documents

Once your documents are signed, they are automatically sent to the Registry of Commerce via an email address that will be assigned to you and which you will own.

Our AI system efficiently manages responses from the Registry, ensuring smooth and seamless communication.

You will always have access to view communications with the registry simultaneously with our app, ensuring transparency and efficiency.

• This step simplifies the submission process, making it hassle-free.
• 4: When You Need a Lawyer
  
  In cases requiring direct legal representation, we connect you with a qualified lawyer registered with UNBR.
• While we are not permitted to provide legal counsel in contentious cases or consultancy beyond business-related themes (which could be construed as legal assistance), lawyers are allowed to do so.

So, in the event that you need legal representation, we will cover the cost of a lawyer, and you will sign a contract directly with them. This ensures a clear relationship between you and the lawyer, and if necessary, you can choose to discontinue your partnership with Incorpo.ro.

• We respect the client-lawyer relationship.
• Why Did We Choose This Approach?
• Ideally, it would be preferable if we didn't have to customize our platform to navigate these additional compliance hurdles.
  
  The ideal scenario would be for a law firm to own the platform or for us to be permitted to provide assistance with legal registration directly, without the need for an AI intermediary.

However, Romanian law is ambiguous on this matter, and there are several reasons why we cannot operate in that manner:

We Offer Services Lawyers Can't:

We provide services that fall outside the scope of what a lawyer is permitted to do. This includes technical assistance with our tools packages, business consultancy, and economic advice.

As such, a law firm cannot own this platform because it offers services that lawyers are not allowed to provide.

The issue arises here:

Paragraph 1(a):

This is an activity that lawyers are not permitted to engage in, and consequently, they cannot own this platform.

Art. 29, Lawyer Statue

(1) The following are incompatible with the practice of the law profession, unless otherwise provided by special laws:

    a) personal acts of commerce conducted with or without authorization;

    b) the status of a partner in a general partnership, a limited partner in a simple limited partnership or in a partnership limited by shares;

    c) the status of a manager in a partnership limited by shares;

    d) the status of a sole administrator or, in the case of multiple administrators, that of an administrator with full powers of representation and management, president of the board of directors, or a member of the management committee of a limited liability company;

    e) the status of president of the board of directors or of the supervisory board, or a member of the management committee or the directorate of a joint-stock company.

[...]

(5) Violation by a lawyer of the provisions of paragraph (4) constitutes a serious disciplinary offense.

The problem arises as follows:

• Paragraph 1(a): It states that personal acts of commerce, whether authorized or not, are incompatible with the practice of law.
  
  Since providing technical assistance and business consultancy often entails commercial activities, they fall under this prohibition.
• Paragraph 1(d) and (e): These clauses prohibit lawyers from holding certain managerial positions in limited liability companies and joint-stock companies.
  
  This implies that owning or managing a business platform offering non-legal services would conflict with their role as a legal professional.

General Interpretation:

The essence of these clauses is to prevent conflicts of interest and preserve the integrity and focus of the legal profession.

Engaging in business activities, particularly in fields unrelated to law, could compromise these principles.

Therefore, a lawyer owning a platform that provides technical and business consultancy services may be perceived as detracting from the dignified practice of law, as it ventures beyond the core legal profession into commercial and advisory domains.

We cannot offer our lawyers to work for you through us:

Another option could've been to provide a shared lawyer, eliminating the need for you to sign a contract directly with a lawyer and avoiding additional time waste on KYC procedures for a qualified signature.

However, this arrangement is not permissible, as even sending an email on your behalf would constitute a limited power of attorney. Our servers would need to send emails on your behalf, similar to how Gmail functions.

Art. 411, Lawyer Statue

(1) It is prohibited for a lawyer in the exercise of any activity mentioned in Art. 3 of the Law to collaborate in any way with physical or legal persons who perform acts or carry out activities specific to the legal profession without the right to do so.

(1^1) It is prohibited for a lawyer in the exercise of any activity mentioned in Art. 3 of the Law to conclude legal assistance contracts with legal entities that act as agents for other physical or legal persons who are beneficiaries of the professional activities of the lawyer.

(2) Violation of the provisions of paragraphs (1) and (11) constitutes a disciplinary offense and is sanctioned with exclusion from the profession.

The challenges emerge here:

• Paragraph 1: This clause prohibits lawyers from collaborating with any individuals or entities engaged in activities specific to the legal profession without proper authorization.
  
  Hence, the concept of sharing a lawyer through a platform, which might entail unauthorized entities managing legal communications or services, contravenes this rule.
  
• Paragraph 1^1: It specifically prohibits lawyers from entering into legal assistance contracts with legal entities that act as intermediaries or agents for other individuals or entities who are the true beneficiaries of the lawyer's services.
  
  In the context of Incorpo.ro, utilizing a platform as an intermediary to share a lawyer would likely be interpreted as forming a contractual relationship with an entity (the platform) that acts as an agent for multiple clients, which is explicitly forbidden.
  
• Regarding Email Communication: The restriction on collaboration with unauthorized entities extends to any form of power of attorney, agency, or intermediation.
  
  If our platform (analogous to Gmail in this context) facilitated communication via email (by sending an email through an account we create), it could be viewed as an unauthorized entity engaging in legal-specific activities.
  
  This could be construed as a limited power of attorney, which is not permitted under these regulations.

General interpretation:

Light Gray and Dark Red

While these regulations aim to prevent breaches of confidentiality and ensure direct lawyer-client communication, the current wording prohibits any form of collaboration.

Restrictions on Lawyer's Pricing Practices:

^15 Code of Ethics of the Romanian Lawyer: Art. 20 par. 3-4.
A lawyer's communications on online platforms must not contain^16:
^16 Code of Ethics of the Romanian Lawyer: Art. 20 par. 6.
- the fees charged in relation to clients. Announcing hourly rates is allowed, provided that these are the same for all clients;
- false or potentially misleading statements that cannot be verified regarding the results obtained, the identity of the clients, the number of cases, turnover, or the success rate;
- comparative and/or derogatory remarks;
- communications that assure clients or potential clients of a guaranteed outcome;
- references to functions or activities unrelated to the practice of the law profession, as well as any reference to potential results that could be generated by judicial roles or within other public authorities.
In promoting their services, a lawyer may not use the notoriety of their client.
A lawyer must refrain from any form of advertising that damages the image of the legal profession.
Lawyers may not accept their profiling for the marketing purposes of the platform.

Article 176, Lawyer Statue

(1) The following forms of unfair competition are prohibited:
    a) Poaching of personnel, i.e., aggressive job offers to associate lawyers, collaborators, or salaried employees, or other key employees of a competitor;
    b) Client poaching, personally or through others;
    c) Disclosure, acquisition, or use of confidential information by a lawyer or by their collaborators or employees, without the consent of the legitimate holder and in a manner contrary to honest practices;
    d) Entering into contracts by which a lawyer provides their services to a client advantageously, either to compete with other lawyers through reduced prices, or to induce the client to recruit other clients for the said lawyer;
    e) Public communication or dissemination by a lawyer of statements about their firm or its activities, intended to mislead and create a favorable situation for themselves at the expense of competitors;
    f) Communication, even if done confidentially, or dissemination by a lawyer of false statements about a competitor or their services, statements that could harm the smooth running of the competing lawyer's activity;
    g) Offering, promising, or granting, directly or indirectly, gifts or other advantages to the associate, collaborator, or employee of a lawyer in order for them to divulge confidential information or work procedures, to know or use the clientele of the competitor, or to obtain other benefits for themselves or another person to the detriment of a competitor;
    h) Diverting a lawyer's clientele by using connections established with this clientele in a previous position held with that lawyer;
    i) Dismissal or attraction of associates, collaborators, or employees of a lawyer for the purpose of establishing a competing entity to capture the clients of that lawyer, or hiring associates, collaborators, or employees of a lawyer with the aim of disrupting their activities.

(2) The commission of any acts of unfair competition listed in paragraph (1), as well as the concurrent commission of several such acts, constitutes a serious disciplinary offense for all participating lawyers.

The challenges emerge here:

• The current regulations hinder lawyers from offering price transparency or competitive pricing. Even for business registration services, we would be restricted to providing quotations instead of standard pricing, which limits our ability to be transparent with our customers. Paragraph 1(d):
  
  This specific clause prohibits lawyers from entering into contracts that promote their services through reduced prices or encourage clients to recruit others. It directly impacts our ability to offer transparent and standardized pricing for legal services, such as business registration.
  
  Implications for Platforms:
• The clause suggests that offering legal services at reduced or competitive prices, which deviates from standard legal profession pricing practices, may be considered unfair competition. This makes it challenging for platforms to provide clear and upfront pricing information. Fees Charged and Hourly Rates (First Point):
  
  The restriction on disclosing fees, except for uniform hourly rates, can hinder a platform's ability to provide detailed and transparent pricing models. This includes fixed or variable pricing, which potential clients often appreciate.
• Guarantee of Outcome (Fourth Point): Legal platforms cannot guarantee specific legal outcomes for clients. While we provide a registration guarantee or money-back offer, working directly with a lawyer may not allow for the same refund request if the registration is unsuccessful.
  
  General Interpretation:

The standard prices for business registration, especially for foreigners or entrepreneurs using digital means, are typically much higher than what we offer. Even if our platform were managed by a lawyer, we would need to significantly increase our prices to avoid penalties for our reduced pricing.

Limitations and Challenges:

We would be restricted from guaranteeing money-back offers or services, even if we wanted to, and despite our high success rate. Additionally, we would be unable to publish any pricing information that is not based on hourly rates.

How our platform works:

We have prepared a visual representation to illustrate how working with Incorpo.ro ensures a legal and correct process.

Relevant documents, case law, etc.:

UNBR's opinion and communication with Incorpo.ro:

Download

PDV UNBR

Source: flcourts.pdf (US legal system), see page 20 for business registration services like Incorpo.ro

Florida Bar v. Brumbaugh, 355 So. 2d 1186 (Fla. 1978)

If a non-lawyer uses a Supreme Court-approved form, they may engage in limited oral communication to obtain the factual information needed to fill in the blanks on the form. (Rule 10-2.1(a), Rules Regulating The Florida Bar) Florida Bar v. Brumbaugh, 355 So. 2d 1186 (Fla. 1978).

If a nonlawyer is using a Supreme Court-approved form, they may engage in limited oral communication to elicit the factual information needed for the form. Rule 10-2.1(a), Rules Regulating The Florida Bar.

Generally, it does not constitute the unlicensed practice of law for a nonlawyer to sell a book containing general legal information. New York County Lawyers Association v. Dacey, 287 N.Y.S. 2d 422 (N.Y. 1967). The book may also include legal forms.

SEMINARS ON LEGAL RIGHTS

A nonlawyer may conduct a seminar providing general legal information but may not give specific legal advice. The Florida Bar v. Raymond, James & Associates, Inc., 215 So. 2d 613 (Fla. 1968).

Thus, while a nonlawyer may provide general information, they cannot answer specific legal questions.

California Law System

Federal-Upsolve-v-James

Upsolve, Inc. et al v. James, No. 1:2022cv00627

Additionally, the balance of equities favors an injunction. Plaintiffs' program would help address the backlog of unanswered debt collection cases while reducing potential consumer and ethical harms.

And enjoining enforcement solely against Plaintiffs,

whose activities are limited to providing out-of-court advice, will not compromise the legal profession's overall regulatory exclusivity.

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