Romania: Important amendments to the Companies Law and Trade Register legislation

On 26 July 2022, Law No 265/2022 regarding the Trade Register and the amendment and supplementation of other legal acts relating to the registration with the Trade Register (the “Amendment Law”), was published in the Official Gazette of Romania, Part I, No 750 and introduced a significant number of amendments to the Companies Law No 31/1990 (the “Companies Law”), as well as to other legislation which refers to Trade Register formalities.

The Amendment Law brings a series of changes to Trade Register formalities and the main activity of the Trade Register from a logistical and operational standpoint.

Regarding a few of the recent legal provisions implemented due to this Amendment Law, certain relevant aspects which should be noted in this respect are listed below:

I. Amendments to the Companies Law

(i) The shareholder(s) of a limited liability company must pay at least 30% of the amount of its subscribed share capital not later than 3 (three) months from the date of registration at the Trade Register responsible for the company, but in any case prior to the commencement of any business operations by that company.

It is worth mentioning here that the difference of 70% of the subscribed share capital must be paid by the company’s founders:

• for cash contributions – within 12 (twelve) months from the date of registration of the limited liability company; and
• for contributions in kind – within a maximum of 2 (two) years from the date of registration.

(ii) The company's articles of incorporation will contain an additional clause in which its founders assume responsibility for meeting the conditions placed on founders of companies. Previously, this requirement was met by issuing a separate affidavit in this respect;

(iii) The articles of incorporation of joint stock companies must expressly specify, inter alia, the type of company (i.e., private or public) and also if there are any restrictions or limitations with respect to the further transfers of shares;

(iv) Corporate resolutions approving certain share capital increases will enter into full legal effect only if and when they are actually implemented by the shareholders of the company within a period of 18 (eighteen) months as of their issuance date – the current legal provisions provide for an implementation period of only 12 (twelve) months;

(v) Although the requirement for reserving the name of a future company has been retained under the Amendment Law, the actual filing of this document with the Trade Register when submitting the incorporation documents has been eliminated;

(vi) The company’s acquisition of certain assets from its founders or shareholders (i.e., acquisition within a maximum of two years from its founding/authorization for operation), in exchange for an amount or other consideration representing at least 1/10 of the subscribed share capital of the company is to be registered based on the actual transfer deed and must be subsequently published in the Official Gazette of Romania.

II. Amendments to Trade Register formalities

(i) The Amendment Law provides the legal foundation for establishing the Electronic Trade Register Bulletin.

The Electronic Trade Register Bulletin will be a nationwide electronic platform which will be organized and maintained by the National Trade Register Office and contains information such as: (a) Trade Register clerks’ resolutions and court decisions relating to various matters submitted to the Trade Register for approval and (b) other documents registered with the Trade Register that have to be registered on this electronic platform as per the applicable legal provisions.

(ii) The Amendment Law also introduces a new “interconnection system of Trade Registries” which will link the commercial registers of all EU Member States.

This system is designed to facilitate access to the information available in the commercial registers of other EU Member States and will serve as a centralized database for the Romanian Trade Register. More exactly, this interconnected system will make it possible for the Romanian Trade Register to access documents and information regarding the shareholders of Romania-based companies that are registered in other EU Member States.

(iii) Applicants will no longer be required to apply for approval from the General Secretariat of the Government if the company’s corporate name contains terms such as “national”, “Romanian”, “institute” or derivatives thereof – the Trade Register will verify this itself;

(iv) Affidavits may be issued under private signatures;

(v) Specimen signatures issued by the directors to be appointed will no longer be required.

From the perspective of the actual implementation, the provisions of the Amendment Law will enter into force as of 26 November 2022. It should be noted that formalities commenced before the entry into force of the Amendment Law remain subject to the law in force on that date.

Any questions? Please contact: Andrei Balus, Ruxandra Robu, Denisa Moldovan
Practice Group: Corporate