Legal Flash no. 42
04 November 2020
Law no. 223, dated October 30, 2020 for the simplification and debureaucratization of the transfer of shares and the payment of the share capital by amending the Companies Law no. 31/1990
In the Official Gazette of Romania no. 1018 dated November 2, 2020, Law no. 223/2020 on the simplification and debureaucratization of the transfer of shares and the payment of share capital by amending the Companies Law no. 31/1990, (“Law no. 223/2020”) was published, which will enter into force on November 5, 2020.
By adopting Law no. 223/2020, the Romanian Parliament provided the following measures of interest in the field of company law:
- the condition of the minimum share capital of 200 lei and the minimum value of 10 lei for each share, when setting up a limited liability company, is eliminated. According to the latest legislative provisions, the share capital of a limited liability company is divided into equal shares, without specifying a minimum value.
- the application for incorporating limited liability companies will no longer be accompanied by proof of payment of the share capital.
- the condition that, at the incorporation of a company and at the change of the registered office, the document certifying the right to use the space for the registered office had to be registered with ANAF is eliminated. According to the new legal provisions, at the registration of the company and at the change of the registered office, the document certifying the right to use the space destined for the registered office will be presented at the trade register office, following that, the trade register office will send the document certifying the right to use the space destined for the registered office at the fiscal body within the National Agency for Fiscal Administration in whose district the building with the registered office is located.
- the possibility for the shareholders to establish, through the Articles of Association, a smaller majority of the shareholders necessary for the approval of the transfer of shares, or even to eliminate this condition, is introduced. According to the new legal provisions, unless the Articles of Association provide otherwise, the transfer of shares to persons outside the company is allowed only if it has been approved by the shareholders representing at least three quarters of the share capital.
- by repealing some provisions of the Companies Law, the obligation to publish the resolution of the shareholders approving the transfer of shares in the Official Gazette and, implicitly, the observance of the opposition term of 30 days from the date of publication in the Official Gazette of the shareholders' resolution approving the transfer of shares, has been eliminated.
- the obligation to submit - to the trade register office - the share transfer agreement and the updated Articles of Association with the identification data of the new shareholders has also been removed.