The new law on Trade Registry and amendments to Companies Law is a step foward in corporate governance and brings about several simplified measures that will be beneficial for companies’ business.
On 26 November 2022, Law no. 265/2022 on trade registry and for the amendment of other enactments will take effect.
The new law amends the companies law no. 31/1990 as well as those of GEO no. 44/2008 on performance of economic activities by registered sole traders (“Persoana fizica autorizata”), sole businesses (“Intreprindere individuala”) and family owned businesses (“Intreprindere familiala”).
The main amendments to the Companies Law are:
New mandatory clauses for the articles of incorporation of the limited liability companies (LLC):
- shareholders declaration that they are responsible for fulfilling the conditions to hold this position;
- clauses regarding the method chosen for adopting the decisions of the general meeting of shareholders, in case an absolute majority cannot be met, due to equal equity participation;
- period of directors’ mandate;
- methods of ensuring the debt settlement or its regularization in agreement with the creditors, in the case of dissolution without liquidation, when the shareholders agree upon the distribution and liquidation of company’s assets;
- identification data of ultimate beneficial owners and the methods by means of which the control over the company is exercised
Notably, in case of LLCs, the unanimity rule in case of decisions regarding amendment of the articles of incorporation was eliminated.
New mandatory clauses for the articles of incorporation pertaining to joint stock companies (JSC):
- type of company (unlisted or listed);
- identification data of ultimate beneficial owners #UBOs and the methods by which the #control over the company is exercised
Other amendments:
- Elimination of the obligation, as regards LLCs, to pay in full on incorporation the subscribed share capital and replacement with the obligation to pay 30% of the subscribed capital before the start of operations, and no later than 3 months from the date of registration. The difference must be paid within 12 months, for the subscription in cash and within 2 years for the subscription in kind.
- The Trade Registry’s possibility to determine the meeting of the conditions for the dissolution of the company, at the request of any interested person or ex officio, in cases similar to those provided by the Fiscal Procedure Code for fiscal inactivity (e.g., expiration of headquarters, termination of activity or non-resumption of activity after temporary inactivity etc.)
- express acceptance of the #directors mandate is required
- The term for implementing decisions to increase #share capital was extended from 1 year to 18 months