Legal & Tax Alerts

New rules on registrations with the Trade Registry and amendments to the Company Law

On 26 July 2022, Law no. 265/2022 on the Trade Registry, amending and supplementing other acts having an impact on registrations in the Trade Registry (Law no. 265/2022) was published in the Official Gazette of Romania[1]. Law no. 265/2022 introduces a series of changes regarding the registrations with the Trade Registry and certain corporate operations.

The main amendments made by Law no. 265/2022 are referring to: registrations with the Trade Registry and the status of the registrar and the provisions of the Company Law no. 31/1990.

I. Amendments concerning registrations with the Trade Registry and the status of the registrar

A new publicity formality is introduced, via the Electronic Bulletin of the Trade Registry, which will replace publication in the Official Gazette for certain acts and facts.

Law no. 265/2022 also regulates the status of the registrar, a legal specialist clerk responsible for examining and processing registration requests.

The procedure for registration in the Trade Registry is simplified, dealing away with the requirement to submit the following documents in support of the application for incorporation:

▸  proof of payment of contributions;

  the filing of sworn statements on the fulfilment of the requirements and conditions imposed by law;

  the requirement to file signature specimen for legal representatives;

▸  proof of the company’s name availability;

  in case of contributions in kind, the documents relating to ownership and for immovable property, the certificate of encumbrances;

  for registering branches of companies with their head office in an EU Member State, certain documents and information that are/could be obtained/verified through the Trade Registries interconnection system.

The formalities for setting up a company are accessible online:

   The Articles of Association can be drawn up online by filling in a standard form with predefined options;

   The registration requests and the supporting documents, drawn up by lawyers or public notaries may be signed with a qualified electronic signature and submitted online.

II. Amendments on Companies Law no. 31/1990

 1. In relation to the Articles of Association

The Articles of Association of the general partnership, limited partnership or limited liability company shall contain in addition to the existing requirements:

    a new clause on how resolutions of the General Meeting of Shareholders are to be adopted by vote of all members if an absolute majority cannot be established due to the parity of shareholdings (deadlock resolution clause);

    duration of the directors’ mandate;

    method of dissolution and liquidation of the company; the means of ensuring that the liabilities are settled or settled in agreement with the creditors, in the event of dissolution without liquidation, where the members agree on the distribution and liquidation of the company’s assets;

    if necessary, when it is required by law, the identification data of the ultimate beneficial owners and the manner in which control of the company is exercised;

Amendments of the Articles of Association. In case of limited liability companies, the vote of all shareholders is no longer required for the adoption of resolutions amending the Articles of Association.

2. In relation to certain corporate operations

Share capital increase. The deadline for implementing the resolution of the general meeting of shareholders on the increase of the share capital has been extended from 12 to 18 months.

Dissolution. The right for any interested person or the National Trade Registry Office to request the court to dissolve the company on the following grounds is repealed:

    the activity of the company has ceased, or has not been resumed after the period of temporary inactivity, notified to the tax authorities and registered in the Trade Registry, period which may not exceed 3 years from the date of registry in the Trade Registry;

    the company has not filed its annual financial statements and where applicable, consolidated annual financial statements and accounting reports with the territorial units of the Ministry of Public Finance within the period prescribed by law, if the delay exceeds 60 working days;

    the company has not submitted to the territorial units of the Ministry of Public Finance, within the period prescribed by law, the statement that it has not carried out any activity since its incorporation, if the delay exceeds 60 days

Mergers.  Publicity for the absorbed companies may be carried out by the absorbing company in all cases.

Liquidation. The liquidation of the company must be completed no later than one year after the date of registration of the dissolution in the Trade Registry, this period may be extended three times by successive periods of one year.

Law no. 265/2022 shall enter into force within 4 months of its publication in the Official Gazette of Romania, Part I, with the exception of some provisions concerning the procedures for communication between institutions and implementation of the provisions of this law.

[1] Official Gazette of Romania, no. 750, P. I, 26.07.2022, pg. 2-31.

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