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Company Law simplified in Romania

3 July 2020 – The Romanian parliament has amended Law no. 31/1990 on companies through the newly enacted Law no. 102/2020 (the “Law”), which amends and supplements previous legislation with the aim to simplify the incorporation of new companies in Romania. Thus, the Law removes certain formalities previously necessary for the incorporation of new companies, which had added additional bureaucratic red tape to the process.

The amendments envisaged by the Law are applicable to the incorporation procedure of all companies regulated by Company Law in Romania, including limited liability companies (S.R.L.) and joint-stock companies (S.A.).

Sole shareholder restriction

The Law repeals the previous sole shareholder restriction that prevented a Romanian limited liability company from having a sole shareholder if: (i) the relevant shareholder is already a sole shareholder in another limited liability company; or (ii) the sole shareholder itself is owned by a sole shareholder.

This is a welcomed change, given that, going forward: (i) a sole shareholder in a Romanian limited liability company will be able to be the sole shareholder in other limited liability companies (whether in Romania or abroad); and (ii) Romanian limited liability companies will be able to have a sole shareholder which, in turn, is held by another sole shareholder.

Registered office restriction

The Law repeals the restriction according to which the number of companies operating in a building shall not exceed the number of the separate rooms or spaces of that building, and, as a result, several companies will be able to register their offices at the same premises. Thus, once the Law enters into force, companies will have the possibility to establish their registered offices in premises also used as registered offices by other companies.

This amendment is also applicable in case of a change of registered office and will have the effect of reducing the bureaucracy and of facilitating the procedure by eliminating the requirement to fill in the non-overlapping statement, previously required by the Trade Registry.

The approval for changing the designation of buildings with residential designation

The approval of neighbours and of the executive committee of the owners' association is no longer required in cases where companies that envisage to establish their registered offices in buildings with a residential designation, provided that the company does not perform any activity at the registered office.

Within 60 days from the date the Law enters into force (i.e., 5 July 2020), the Romanian government will enact further details.

For more information on the topic, please contact Răzvan Popa, Partner, at 

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, Mădălina Perțe, Associate, at  , or Andreea Liviță, Junior Associate, at .