On 2 July 2020, Law No. 102/2020 for amending and supplementing the Companies Law No. 31/1990 (“Companies Law”) was published in the Official Gazette No. 583/2020 (“Law No. 102/2020”). The Law No. 102/2020 will enter into force on 5 July 2020.
The Law No. 102/2020 amends several provisions of the Companies Law, as follows:
- repeals Article 14 of the Companies Law which prohibited individuals or legal persons from being sole shareholders in more than one limited liability company and prohibited limited liability companies from having other single-person limited liability companies as their sole shareholder; consequently, natural and legal persons may be sole shareholders in two or more limited liability companies and single-person limited liability companies are allowed to be sole shareholder of one or several limited liability companies.
- the sworn statement previously required under Article 17 para. (1) of the Companies Law in connection with the position of sole shareholder in only one limited liability company, is no longer required upon the authentication or certification of the date of the articles of association.
- upon the incorporation and change of the registered office, the certificate issued by the tax authority and confirming the lack of registration of other deeds/contracts for the use of the same building and, as the case may be, the notarized statement confirming the compliance with the requirement previously set forth at Article 17 para. (4) of the Companies Law (as detailed below), are no longer required.
- repeals Article 17 para. (4) of the Companies Law, therefore allowing several companies to establish their respective registered office in the same building, without the prior requirement to prove that the partition of the building allows the operation of such companies in separate rooms or spaces.
- the approval of the direct neighbours / owner’s association, as required under Article 40 of Law No. 196/2018 upon the change of the residential destination of the building, is no longer required provided that the director(s) of the company issue(s) a sworn statement confirming that no activities are performed at the registered office.
- the methodological norms for the application of the above provisions are to be accordingly amended by the Romanian Government within 60 days as of the entry into force of Law No. 102/2020