Changes to Romanian Companies Law

New changes to the Romanian Companies Law 31/1990, adopted earlier in July, have entered into force on November 26th, 2022.

Law No. 265/2022, adopted on July 26th, 2022 is mainly aimed at regulating the registration procedures with the Trade Registry as per Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law.

As effect of the aforementioned legislation, the Companies Law is also being updated as having an impact on the registration procedures. Overall, the changes are not fundamental but should be accounted for, mainly referring to:

• Founding shareholders – updated conditions/requirements for the Articles of Association
• Contents of Articles of Association (Share capital description, adoption of shareholders resolutions in case of equal shareholding, UBO, dissolution without liquidation etc.)
• Changes to the registration of new companies;
• Contributions of assets to share capital;
• Opposability of resolutions; and
• Corporate legal actions.

By Konečná & Zacha law firm, Czech Republic, a Transatlantic Law International Affiliated Firm.  

For further information or for any assistance please contact centraleurope@transatlanticlaw.com

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