The amendment of the Companies Law no. 31/1990 regarding the headquarters established in units, the authentication of the constitutive act of the company and the number of companies that can operate in a building

Law no. 102/2020 for the amendment and completion of the Companies Law no. 31/1990

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

The abolishment of the restrictions regarding the sole shareholder:

It was abolished the obligation to submit the declaration on own responsibility regarding being a sole shareholder in a limited liability company, being completely repealed the article 14 of Law 31. Therefore, a natural or legal person may have the capacity as sole shareholder in several companies starting with the entry into force of Law 102.

Thus, upon authentication of the constitutive act (if the assets subscribed for as a contribution to the share capital include an immovable property, if a general partnership or a limited partnership is set up and if the joint stock company is set up by public subscription) or, as the case may be, upon its certain date only the proof issued by the trade register office regarding the availability and reservation of the company will be presented.

Amendments regarding the right to use the space for the company's headquarter:

When registering the company and changing the headquarter, will be presented at the trade registry the document certifying the right to use headquarter space registered at the fiscal authority within the National Agency for Fiscal Administration in whose district the building is located.

Note: it was abolished the provision on the possibility for several companies to operate at the same headquarter only if the building, by its structure and its usable area, allows the operation of several companies in different rooms or in distinctly shared spaces, the number of companies operating in a the building not exceeding the number of separate rooms or spaces obtained by sharing.

Amendments on changing the destination of collective residential buildings for apartment companies:

The approval on changing the destination of collective residential buildings, provided by Law no. 196/2018 on the establishment, organization and operation of owners' associations and the administration of condominiums, with subsequent amendments, is NOT necessary when the administrator, as the case may be, the administrators declares on his own responsibility that there is no activity at the headquarter.

Any presented information is general and is not meant to address the specific conditions of a particular individual or legal person. Although we try to provide accurate and up-to-date information, there is no warranty that such information is accurate at the time of its receipt or that it continues to be accurate. No action should be taken based on this information without relevant professional assistance following a careful examination of the circumstances that are typical of a particular state of affairs.

Previous post

Next post

The amendment of the Companies Law no. 31/1990 regarding the headquarters established in units, the authentication of the constitutive act of the company and the number of companies that can operate in a building

Popular links