AMENDMENTS TO THE COMPANY LAW AND TO THE TRADE REGISTRY LAW

AMENDMENTS TO THE COMPANY LAW AND TO THE TRADE REGISTRY LAW

Law no. 31/1990 on companies and Law no. 26/1990 on the Trade Registry were subject to new amendments, which will enter into force gradually, until 2017, following the adoption of Law no. 152/2015 (enacted on June 18 by Decree no. 550/2015, not yet published in the Official Journal at the moment this article was drafted). Some of these amendments will enter into force within 3 days from the publishing of the Law and are presented to you briefly hereinafter.

NEW PROVISIONS REGARDING COMPANY DISSOLUTION

Following the adoption of Law no. 152/2015, new cases when a company is dissolved were added to Law no. 31/1990 on companies. Thus, upon request of any interested person, as well as the National Trade Registry Office, Courts will be able to rule the dissolution of a company also in the following cases:

• The conditions related to the registered office are no longer complied with, also following the expiry of the duration of the document attesting the right of use over the space used as a registered office or following the transfer of such use or ownership right over the said space;


• The company did not submit its annual financial statements or, if applicable, the consolidated financial statements, as well as the accounting reports to the territorial units of the Ministry of Public Finance, if the delay exceeds 60 working days;


• The company has not submitted to the territorial units of the Ministry of Public Finance the statement certifying that it has been carrying out any activity since its incorporation, if the delay exceeds 60 working days (this obligation is imposed by Law no. 82/1991 on accounting).

From now on, the list of companies likely to be dissolved will be listed on the National Trade Registry Office website or on its on-line services portal at least 15 days prior to the date foreseen for the action for dissolution. This list will also be sent to the Ministry of Public Finance – National Agency for Tax Administration.

FORESEEN AMENDMENTS

Law no. 152/2015 also includes a provision which will enter into force within 3 months. It requires legal persons opening branches abroad to notify such operation to the Romanian Trade Registry, after the incorporation of the branch in the foreign State.

At the European level, a system allowing the interconnection of Trade Registries of all the member States will be functional as of July 17, 2017. In accordance with Law no. 152/2015, the Central Trade Registry, which will be kept by the National Trade Registry Office, will provide access to information regarding operators registered I the Romanian Trade Registry, as well as in other member States’ trade registries.