LC Legal Proof Newsletter

Changes to Company Law No. 31/1990

New changes to the Companies’ Law No. 31/1990 (the Company Law)1 have been implemented by Law No. 102/2020 for amending the Company Law (the Amending Law) which has been published in the Official Gazette Part I No. 583 of 2 July 2020. The amendments shall enter into force on 5 July 2020.

The Amending Law:

(i) repeals art. 14 of the Company Law.

A person can now be sole shareholder in several limited liability companies (Romanian, ”societate cu răspundere limitată” or ”S.R.L.”) and a limited liability company with a sole shareholder can now act as a sole shareholder in another limited liability company; and

(ii) simplifies certain requirements for the registration of companies’ headquarters.

Within 60 days from entry into force of the Amending Law, the Romanian Government shall be under the obligation to review the implementing methodology for the registration of companies’ headquarters.

Repeal of the prohibitions for a person to become a sole shareholder in several limited liability companies and related to ownership chain restrictions.

The previous form of the Company Law prohibited (i) a natural or legal person to become sole shareholder in more than one limited liability company; and (ii) a limited liability company to have as sole shareholder another limited liability company held by one person. The changes to the Company Law completely repeal such provisions, meaning that the prohibitions shall no longer apply once the changes come into force.

Simplification of the formal requirements for the registration of companies’ headquarters

The newly adopted provisions simplify the legal requirements applicable for the registration and change of companies’ headquarters. The main changes in this regard are the following:

  • Upon registration of change of headquarters, the Trade Registry shall only require the applicant to submit the documentation ascertaining the title to use the    premises. The documentation needs to have been registered with the relevant fiscal body. The following requirements existing in the previous version of the Company Law have been repealed: (i) to acquire from the tax authorities an ascertaining certificate showing that no other company had registered its headquarters at the premises; and (ii) in the case where another company had registered its headquarters at the premises, to produce an affidavit ascertaining that no overlaps occur amongst the multiple headquarters;
  • The prohibition for several companies to have their headquarters at the same premises (i.e. same room) has been repealed;
  • Provided that the company’s director(s) produce affidavits ascertaining that the premises shall only be used as formal headquarters of the company, with no actual activity being carried out therein, there is no longer an obligation to obtain the change of the premises’ formal use, from that of residential space to that of commercial space.
                                              
The company Law no.31/1990, republished in the Official Gazette, Part I No.1066 of 17 November 2004, as further amended
 
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CONTACT

10 Montreal Sq., WTC building, entr. D, 3rd floor, office 3.11 ter, 011469, Bucharest 1

office@lclegalproof.com

CONTACT

10 Montreal Sq., WTC building, entr. D, 3rd floor, office 3.11 ter, 011469, Bucharest 1

office@lclegalproof.com