Changes Related to the Organization and Functioning of Companies

The new regulation proposes a unified approach to the registration process with the Trade Registry. The digitalization of the company’s incorporation process will have a significant impact especially among start-ups, the procedures before the Trade Registry becoming easily accessible, with the possibility to be carried out exclusively online.

Also, the transposition of Directive 2019/1151 into national law with respect to the use of digital tools and processes will also have a positive effect on foreign investors, the procedures being simplified and streamlined at European level.

On 26 July 2022, Law no. 265/2022 regarding the Trade Registry and for the amendment and completion of some normative acts affecting registrations with the Trade Registry was published in the Official Gazette of Romania no. 750.

Law no. 265/2022 will enter into force on 26 November 2022 and will bring substantial changes to several normative acts with an impact on the organization and functioning of companies, respectively on the registrations with the Trade Registry.

Which are the main changes to Companies` Law no. 31/1990?

• The unanimity requirement for amending the articles of association of limited liability companies is rescinded.
• The requirement to pay in full the share capital of a limited liability company, from the time of incorporation, is rescinded. The shareholders of limited liability companies will be able to pay 30% of the subscribed share capital in the first 3 months from the incorporation date (but before the company commences its activity), and the difference of subscribed share capital will be able to be paid (i) within a 12 months term as of the incorporation for cash contributions; and (ii) within a 2 years term as of the incorporation for contributions in kind.
• The articles of association of limited liability companies must also include the manner for dissolution and liquidation as well as the means of ensuring the extinguishment of the liability or its regularization in agreement with the creditors, in the event of dissolution without liquidation, when the shareholders agree on the distribution and liquidation of the company’s assets;
• The acceptance by the management, administration, supervisory and control bodies of their mandates becomes a condition for their validity.
• A fine ranging between RON 5,000 and RON 15,000 is introduced for non-compliance with the obligation of joint-stock companies to keep a shareholders` register.
• A fine ranging between RON 5,000 and RON 15,000 is introduced for non-compliance by the members of the board of directors (respectively, by the members of the directorate, as the case may be) with (i) the obligation to provide shareholders and any other applicants with information regarding the shareholding structure and to issue certificates regarding this data; and (ii) the obligation to make available to shareholders and bondholders the register of meetings and deliberations of general meetings and the register of bonds.
• The competence to verify the legality of mergers and spin-offs, in terms of the procedure followed by the participating companies, shall belong to the registrar of the Trade Registry.

Online procedure for incorporation of companies

• The articles of association may also be drawn up online, by filling in a form with predefined options available on the website of the Trade Registry and may be signed with a qualified electronic signature.
• Applications for registration and documents submitted in support of applications drawn up by lawyers or notaries public may be signed by them with qualified electronic signature and may be submitted to the Trade Register by electronic means.
• Registration certificates and the certificates of good standing issued as a result of the registration of the data from the standard declaration on own responsibility regarding the authorization of operation may also be issued in electronic format.

Simplification of the registration procedures with the Trade Registry

• When registering branches of companies with the main headquarters in an EU Member State, it will no longer be necessary to submit the documents and information that can be obtained through the Trade Registry interconnection system (for example, trade registry excerpts for the parent company).
• The consent of the General Secretariat of the Government and local authorities for the use of certain words in the names of companies will no longer be necessary. Following the changes incurred, the Trade Registry registrar will carry out the necessary checks with the relevant authorities.
• When incorporating a company, it will no longer be necessary to submit proof for name reservation – however, the name reservation must be obtained in advance and, unlike the previous regulation, the name reservation will only be valid for one month.
• The submission of the signature specimens of the legal representatives will no longer be required.
• The submission of affidavits of associates and shareholders regarding the fulfillment of the conditions provided by law to hold these qualities will no longer be necessary if they are included in a simplified form directly in the articles of association.
• The electronic bulletin of the Trade Registry is established to ensure the publicity of the acts and deeds subject to registration, mentioning and submission with the Trade Registry.