Law no. 265/2022 on the Trade Register and the amendment and supplementation of other acts of legislation regarding registration with the Trade Register introduces some important amendments to Law no. 31/1990 (“Companies Law”), valid as of 26 November 2022, with the aim of simplifying the formalities of registration with the Trade Register. The legislator’s stated aim is to provide greater online accessibility when setting up a company or registering a branch office by electronic means.
The express acceptance of office declared by a person nominated to the role of director, manager or member of the management or supervisory board of a company is now a condition of the validity of the mandate of said role.
A new article of the law provides for the obligation to deposit at least 30% of the amount of the subscribed share capital no later than 3 months from the date of registration and before commencing operations on behalf of the company. The remainder of the subscribed share capital is to be deposited either (a) within 12 months of the date of registration, in the case of a cash contribution; or (b) within a maximum of 2 years from the date of registration, in the case of a contribution in kind.
The identification details of the beneficial owners have acquired greater importance, as they are now included in the articles of association together with a description of how the beneficial owners exert control over the company. In the case of partners representing and managing the company or non-associated directors, the articles of association must also include the duration of their mandates. The law also facilitates public access to personal data recorded in the Register of Beneficial Owners.
Articles of association must also contain details regarding the means for ensuring that liabilities are settled or settled in agreement with creditors in the event of dissolution without liquidation, where the members agree on the distribution and liquidation of the company’s assets.
As with general partnerships, limited liability companies are also required to pay the share due to heirs in the event of the death of a partner and in the absence of an agreement to the contrary, based on the last approved balance sheet, within three months of notification of the partner’s death, unless the remaining partners prefer to continue the company with the consenting heirs.
For the benefit of foreign investors, user-friendly information spaces will be created both via the Trade Register online service portal and on the website, and these will also be available to the public in English.
In conclusion, Law no. 265/2022 introduces some important changes to the drafting of a company’s articles of association. In practice, it remains to be seen whether the main purpose thereof, i.e. to facilitate easier interaction with the Trade Register, is indeed achieved, or whether, on the contrary, the procedures become more complicated.
Source: Law no. 265/2022 on the Trade Register and the amendment and supplementation of other acts of legislation regarding registration with the Trade Register, published in the Official Gazette of Romania no. 750 on 26 July 2022.