Amendments to the Companies Law

√     Repeal of the shareholding chaining restrictions
√     Simplification of the requirements applicable to premises used as registered office

The companies law No. 31/1990 (the Companies Law) has been amended by the Law No. 102/2020 published in the Official Gazette of Romania No. 583 dated 2 July 2020 (the Amending Law). The amendments shall enter into force on 5 July 2020.

The new amendments detailed below are meant to remove and simplify certain restrictions applicable to the Romanian companies.

  1. Repeal of the shareholding chaining restrictions

The most important amendment refers to the repealing of the shareholding chaining restrictions applicable to limited liability companies and regulated by the Article 14 of the Companies Law.

According to these restrictions (i) a natural or legal person was prohibited to be sole shareholder in more than one (1) Romanian limited liability company, and, also (ii) a Romanian limited liability company was prohibited to have as sole shareholder another limited liability company which, in its turn, was fully owned by a sole shareholder.

  1. Simplification of the requirements applicable to premises used as registered office

The Amending Law changes the conditions applicable to premises that are going to be used as registered office, as follows:

  • The former provision allowing more companies to operate at the same premises only if the number of companies did not exceed the number of existing rooms was repealed; and
  • For premises located in residential buildings, the consent of the affected owners/ neighbours (and, as the case may be, of the association of owners) is no longer required if no activity is going to be carried out at the respective premises; to this purpose, the director(s) shall provide an affidavit confirming this matter.

 

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