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Romania: Significant steps for the reduction of business environment bureaucracy

New law simplifies transfer of shares in limited liability companies and registration with the Trade Registry

 

Based on the need to stimulate the economy by simplifying and reducing the bureaucracy of registration with the Trade Registry, Company Law no. 31/1990 has been amended and a new version entered into force on November 5th, 2020.

The amendments mainly concern transfer of shares and payment of the share capital of limited liability companies ("LLC"), as well as declaring registered offices.

Regarding transfer of shares to persons who are not a shareholder in an LLC, the condition of non-exercise of the opposition right of the creditors of the LLC has been abolished. Until now, transfer of shares was carried out in two stages, so as to give creditors the opportunity to exercise their opposition right within 30 days from publication of a decision of the general meeting of shareholders in the Official Gazette.

If creditors objected, registration was blocked until a final decision of the court rejecting opposition. Thus, at present, transfer of shares will become effective upon completion of registration with the Trade Registry (in one step), without the need to wait until expiry of the 30-day period or  a final court decision.

Another significant change is represented by the shareholders’ possibility to provide within the company statutes that transfer of shares is to be carried out also on the basis of agreement between shareholders that together hold less than ¾ of the share capital.

Regarding share capital, the minimum thresholds of RON 200 as well as proof of payment of the share capital for establishing an LLC are abolished. Thus, the shareholders will be able to deposit the share capital after establishment.

According to the website of the Trade Register, the minimum total value of the share capital is currently 1 RON, which is motivated by the obligation of the shareholders to divide the share capital into equal parts. However, the interpretation of the Trade Registry on the legal provisions imposing this obligation is not immune from criticism, as they do not require the existence of a minimum value of a share or a minimum number of shares for establishing an LLC, but only equal distribution between shareholders.

Finally, after abolishing the condition of non-overlapping of registered offices, the obligation to register the document certifying the right to use the registered office with the Fiscal Authority at the time of registering a company and / or when changing the registered office was also waived.

Source:

- Law no. 223/2020 for the simplification and reduction of bureaucracy on transfer of shares and payment of share capital by amending Companies Law no. 31/1990;

- Company law no. 31/1990, republished, with subsequent amendments and completions

- Trade Registry official website