The company law is amended. The transfer of shares and the transfer of share capital is being simplified

On October 6, the Chamber of Deputies adopted a bill on the modification of the Law on companies No 31/1990.

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On October 6, the Chamber of Deputies adopted a project to amend the Law on companies No 31/1990 and this time the legislature interfered with the conditions for the transfer of shares and the payment of the share capital. The changes would be good if they did not leave room for interpretation.

According to the project, the share capital of a limited liability company is divided into equal shares, removing the condition that the minimum share capital of a S.R.L. should be at least 200 lei and the social part should have a minimum value of 10 lei.

Furthermore, proof of payment by members will no longer be required when a limited liability company is registered.

As regards the transfer of shares, according to the draft law, unless otherwise provided for in the articles of association, transmission to persons outside the company is only allowed if it has been approved by members representing at least three quarters of the capital.” the amendment therefore consists in the fact that, by way of a memorandum of association, the company, the associations may also establish a majority other than that prescribed by law (associations representing 3/4 of the share capital) to approve the transmission of shares to third parties.

The provisions stipulating that the transfer of shares to persons outside the company will operate, in the absence of any opposition, on the expiry of the 30-day opposition period from the date of publication of the decision of the members or of the amending amendment in the Official Gazette of Romania are also repealed.

The draft law also proposes that, on the registration of the company and on the change of its registered office, after registration in the commercial register, The Office of the Register of Commerce is to send the document proving the right of use on the registered office space to the tax body of the national Agency for fiscal Administration in whose constituency the property is situated. Therefore, we are getting rid of a document from ANAF, considering that this spring the provisions of Law 31/1990 stipulating that several companies will be able to operate at the same headquarters only if the building, through its structure and its useful surface, is built. allows multiple companies to operate in different rooms or in distinct shared spaces.