By: Alina Moldovan
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Legal Update – November 2020
Law No 223/2020 intended to simplify and reduce bureaucracy in case of transfer of shares and payment of share capital was published in the Official Gazette of Romania, Part I, No 1018 of November 2nd 2020. This law amends the Company Law No 31/1990.
1. PROVISIONS ELIMINATED
A. Limitations in terms of share capital of a limited liability company1, that is:
• The minimum 200 Lei share capital limit was eliminated;
• The interdiction to have shares worth less than RON 10 was eliminated.
B. The obligation to have the document confirming the right of use in the premises destined to be used as corporate seat registered with the tax body attached to the National Agency for Tax Administration
• From now on, the Trade Registry shall forward the document that confirms the right of use in the premises to the qualified tax body, after the corporate seat details are registered with the Trade Registry.
C. The obligation to present a proof of the payment of the share capital according to the articles of incorporation in order to have the limited liability companies incorporated
• This obligation is maintained for the other types of companies.
D. The obligation to make public that the documents required by the Accounting Law No 82/1991 (the annual financial statements, their report, the auditors’ report or the financial auditors’ report, as applicable) were lodged with territorial units of the Ministry of Public Finance
• The companies whose annual turnover is more than RON 10 million are no longer bound to publish in the Official Gazette of Romania the confirmation that these documents were registered.
• As regards the companies whose annual turnover is less than RON 10 million the announcement shall no longer be published on the webpage of the Trade Registry.
E. In the absence of an opposition the transfer of shares would have been effective as of the elapse of the 30-day term for opposition and, if an opposition was filed the transfer would have been effective as of the date when the court order dismissing it had been served.
• This provision was eliminated, which means that the transfer of the ownership in the shares becomes effective on the date of the assignment, as provided by the Companies Law No 31/1990 before it was amended back in 2010 by the Emergency Ordinance no. 54/2010 on some measures meant to combat tax evasion.
• The right of creditors or other prejudiced persons to oppose the decisions of the General Meeting of Shareholders amending the articles of incorporation (therefore, also against the decisions approving shares transfer to a third party) was maintained as the only possibility to repair the prejudice caused and not as an instrument suspending the effects of those decisions.
F. The assignment of shares to third parties was allowed only subject to the approval of the shareholders representing at least ¾ of the share capital.
• It is now permitted to amend the ¾ share capital quorum in order to approve the transfer of shares of a limited liability company to third parties – the shareholders are allowed to set out in the articles of incorporation different rules in respect of the required quorum for the transfer of shares to third parties.
G. The obligation of limited liability companies to have the shares transfer agreement and the articles of incorporation updated with the details of the new shareholders registered with the Trade Registry
• The registration with the Registrar of Companies of the assignment should operate solely as a result of the decision of the General Meeting of Shareholders approving the transfer being submitted with the Trade Registry. However, one should wait for the publication of the Norms for the application of Company Law No 31/1990 to see how they were amended in this respect.
H. A person who filed for either an opposition or an action for voidance or an action requiring the court to state the voidance of a decision of the General Meeting of Shareholders can no longer apply for the suspension of the enforcement of that decision.