How romanian entrepreneurs are affected by changes in Company law


How romanian entrepreneurs are affected by changes in Company law

First, an important change was marked by the repeal of Article 14 which provided that a natural person or a legal person may be a sole shareholder in only one limited liability company (“LLC”), namely that a limited liability company limited liability company (“SRL”) cannot have as sole shareholder another limited liability company consisting of a single person. In other words, now the natural or legal persons who fell into the above can have the status of sole partner in several companies – an extremely important and useful change from a practical point of view.

Secondly, the discussions related to Article 17 of the law were also settled. Therefore, several companies will be able to operate at the same headquarters, without the need for a separate number of rooms for the registered office. In other words, if until now there was the problem of not overlapping the rooms when establishing the registered office, this hypothesis has now been eliminated.

Another important change is the elimination of the minimum share capital of 200 lei necessary for the establishment of a limited liability company. As is already generally known, until now, the company could not be established without proof of a minimum capital of 200 lei. Now, not only has the condition been eliminated that an LLC – limited liability company – has a minimum capital of 200 lei but, moreover, when setting up an LLC it is no longer necessary to present the evidence of payment of share capital – extremely new of importance.

With regard to the transfer of shares to persons outside the company, more recently there is the possibility that the articles of association provide for another proportion to be able to make such a transfer, except for the one ¾ as it was until the time of the changes. Thus, in a company with 2 partners holding in equal proportions (50-50) the shares to introduce the possibility of transferring shares to persons outside the company without the consent of the other partner, and this will most certainly be capitalized within the clauses of the constitutive act.

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