The Companies Law no. 31/1990, republished, was amended by Law no. 223 of October 30, 2020, for the simplification and debureaucratization of the transfer of shares and the payment of share capital.
The changes brought by the normative act are:
- elimination of the minimum limit of 200 lei provided for the share capital of limited liability companies (LLC [SRL]);
- transmission by the trade register office, after registration in the trade register, of the document certifying the right of use over the registered office space to the fiscal body within the National Agency for Fiscal Administration in whose constituency the registered office building is located, a document that was originally submitted with the registration visa to the respective tax authorities, which have meanwhile eliminated the registration of these documents;
- the possibility of formulating by the social creditors and any other persons prejudiced by the decisions of the associates regarding the modification of the constitutive act, an opposition request by which to ask the court to oblige, as the case may be, the company or associations to repair the caused damage;
- The transfer of the shares to persons outside the company is allowed only if it has been approved by the associates representing at least three quarters of the share capital, unless the articles of incorporation provide otherwise; also, by repealing, the initial condition of depositing in the trade register within 15 days the decision of the shareholders’ meeting, for the purpose of publication in the Official Gazette, to be opposable to third parties, was removed;
The Companies Law no. 31/1990, republished, will be republished in the Official Gazette of Romania, in order to update and correlate it with the provisions of Law no. 134/2010 on the Code of Civil Procedure, republished, and with the amendments brought by Law no. 223/2020 for the simplification and debureaucratization of the transfer of shares and the payment of share capital.