In this issue:
- Important amendments concerning the transfer of shares and the share capital of limited liability companies
Law no. 223/2020 for the simplification and the reduction of bureaucracy with respect to the transfer of shares and the payment of the share capital by amending the Companies’ Law no. 31/1990 (Law 223/2020) was published in the Romanian Official Gazette no. 1018 of 2 November 2020 and entered into force on 5 November 2020.
The following is a summary of the main legislative changes:
The simplification of the transfer of shares towards third parties in limited liability companies
The main amendment brought to the procedure for transferring the shares to third parties in limited liability companies is the removal of the two-step procedure. Thus, following the amendment of the Companies’ Law no. 31/1990, the transfer of shares in limited liability companies towards third parties is simplified and can be done in a one-step procedure, without the obligation to observe a 30-days opposition period.
Following the amendment brought to the Companies’ Law no. 31/1990, unless the constitutive act of the limited liability company provides otherwise, the transfer of shares to third parties is allowed only if it is approved by the shareholders representing at least ¾ of the company’s share capital.
Removal of the requirement regarding the minimum share capital of Lei 200 for limited liability companies
A significant change brought by Law 223/2020 is the removal of the minimum share capital and the removal of the minimum nominal value of a share in limited liability companies. Thus, following the new amendment, the requirement provided by the Companies’ Law no. 31/1990 for the share capital of limited liability companies is to be divided into equal shares. Following the entering into force of the Law 223/2020, the National Commercial Registry Office published a statement on its official website stating that: “the value of the share capital of a limited liability company cannot be lower than Leu 1…” considering the obligation to have a share capital divided into equal shares.
At the same time, the obligation to submit with the competent Commercial Registry Office the evidence of the share capital subscription upon the incorporation of a limited liability company was removed.
Amendments concerning the document certifying the right of use of the registered office
As per the recent amendments, upon the incorporation of a company or upon changing its registered office, it is no longer required to perform a separate registration with the fiscal authorities of the document attesting the ownership right over the immovable designated as registered office. This registration is going to be performed by the competent Commercial Registry Office and the fiscal authorities.
Law 223/2020 wishes to reduce the bureaucracy, the time and the costs required for the registration of a limited liability company and for the transfer of shares in such companies to third parties, having a significant impact on the Romanian business environment, including in cross-border transactions.
For more information, please contact Radu și Asociații SPRL team.
Prepared by:
Raluca Herăscu – Senior Associate, Radu și Asociații SPRL
For additional information, please contact:
Radu Diaconu – Associate Partner, Radu și Asociații SPRL
Georgiana Nichita – Managing Associate, Radu și Asociații SPRL