Amendments to companies law

published on 16 December 2022 | reading time approx. 1 minute

Under the Law no. 265/2022, valid as of 26 November 2022, important legislative changes have been made to the corporate law. These concern, on one hand, the modification of the procedures guiding the registration operations with the Trade Registry and, on the other hand, the amendment to Romanian Companies Law no. 31/1990.

Therefore, starting with the next change of the articles of association, the following points should be taken into account, so that the updated corporate documents of your company to comply with the provisions of the amended Romanian legislation in force:

including the identification details of the ultimate beneficial owners in the articles of association;
specifying a fixed duration for the directors’ mandate;
changing the duration of the company from unlimited to indefinite;
including in the articles of association the procedure of dissolution and liquidation of the company, the means by which the company’s liabilities are discharged or settled in agreement with creditors, in case of dissolution without liquidation, where the shareholders agree on the distribution and liquidation of the company’s assets;
in case of parity of shareholders, the articles of association must provide the procedure of adopting resolutions by the general meeting, if the absolute majority of the shareholders cannot be fulfilled due to the shareholders’ parity.

At the same time, we would like to bring to your attention the following aspects that should be considered in the current activity of the company:

if the validity of the registered office expires, the Trade Registry will be able to establish ex officio that the conditions related to the dissolution of company are fulfilled; the registration of the dissolution claim can only be made after the communication of a resolution issued by the Trade Registry stating the conditions for the dissolution; companies can issue a complaint against the resolution with the competent court, suspending the registration of the dissolution claim until the final settlement of the case;
for companies owned by natural person, we recommend clarifying the means of transferring the shares of the deceased shareholder to the legal heirs by introducing in the articles of association an express provision in this regard.

Upon request, we can provide specific legal assistance in updating the company's articles of association in accordance with the new legislative requirements.

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Ioan Radu

Co-Head of Legal, Attorney at Law (Romania)

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+40 21 98 05

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