Amendment of Law 31/1991 on the simplification and debureaucratisation of certain formalities

Law no. 223/2020 for the simplification and debureaucratisation of the transfer of shares and the payment of the share capital by amending the Companies Law no. 31/1990

The Romanian Parliament has adopted a series of amendments regarding the companies, which we list below.

Amendments regarding the share capital of a limited liability company:

• the share capital of a limited liability company must be divisible into equal shares. The condition to be at least 200 lei was eliminated, as well as the condition that the shares be at least 10 lei each.

The obligation to pre-register with ANAF the document certifying the right of use over the space destined for the headquarter has been eliminated:

• at the incorporation of the company and at the change of headquarter, the document attesting the right of use over the space destined for the headquarter will be presented at the registered office of the trade register. After incorporation in the trade register, the trade register office sends the document certifying the right of use over the space with registered office to the fiscal body within the National Agency for Fiscal Administration in whose district the headquarter building is located.

The obligation to prove the establishment of payments in the case of limited liability companies has been removed:

• the application for incorporation of the company within the trade register will be accompanied by proof of payments under the terms of the articles of association, except for limited liability companies.

The possibilities for opposition by creditors and any other persons prejudiced against the amendment of the articles of association of the limited liability company were limited:

• the social creditors and any other persons prejudiced by the decisions of the associates regarding the modification of the constitutive act may formulate an opposition request by which to ask the court to oblige, as the case may be, the company or associations to repair the caused damage. However, the possibility of invoking the nullity and suspending the decision of the associates in the opposition action was eliminated.

The obligation of the Ministry of Public Finance and the National Office of the Trade Register to conclude a collaboration protocol has been introduced, in order to transmit, in electronic format, copies and information on the annual financial statements:

• the provisions obliging the companies with an annual turnover of over 10 million lei to publish in the Official Gazette an announcement regarding the submission to the competent fiscal body of the annual financial statements have been eliminated, respectively obliging the companies whose annual turnover does not exceed 10 million lei to publish the same announcement on the ONRC website.

The transfer of shares to persons outside the company has been made more flexible and simplified:

• the requirement of approving the assignment by the associates representing at least 3/4 of the share capital is applied only if the constitutive act has not established otherwise.. In addition, the preliminary stage was eliminated, which consisted in submitting the decisions on the transfer to ONRC, which had to publish them in the Official Gazette and send them to ANAF and the assignment did not operate until after the expiration of the 30-day opposition term or the communication of the decision rejecting the opposition.