The law n ° 223/2020 aimed at simplifying and smoothing the transfer of shares and the payment of share capital, published in the Official Journal n ° 1018 of November 2, 2020, entered into force on November 5, 2020, brought important changes to the Companies Law no 31/1990.
These legislative changes have been considered since this summer and long awaited by the business community, aim to simplify and render the operation of limited liability companies (SRL) more flexible.
Here below, the main changes made to the Companies Law n ° 31/1990:
- The transfer of shares has become faster
- Removal of the 30-day opposition period
Before the entry into force of Law n ° 223/2020, the transfer of shares to third parties not part of the company involved 2 stages and compliance with a 30-day opposition period starting from the date of publication of the decision approving the transfer in the Official Journal, time limit provided by law in favour of the company’s creditors. Thus, pursuant to these legal provisions, any interested third party (including the Tax Administration) could oppose thereto, which resulted in a significant delay in the transfer of ownership of the shares to third parties.
The Law no. 223/2020 removes the 30-day opposition period provided for in favour of the company’s creditors. Thus, the transfer of shares can be done in a single step, at the date set by the parties, without waiting for the expiration of the opposition period or the communication of the decision of dismissal of such opposition, if lodged.
The changes brought by the Law no. 223/2020 are also intended to remove the risk of misuse of this right to challenge the transfer by the company’s creditors, as the cases of abusive opposition to the transfer of shares are not as rare as one might imagine.
- Removal of the obligation to have the assignment of shares approved by at least three quarters of the share capital
According to the new legislative changes, the shareholders of a limited liability company have, within the articles of association, the right to derogate from the legal provisions according to which the transfer of shares in favour of a third party is valid if only approved by at least three quarters of the share capital. Before this legislative change, the provision relating to the approval of assignments in favour of third parties by at least three quarters of the share capital was mandatory, impossible to derogate from.
- Removal of the possibility for creditors to request the suspension of the effects of the contested decision when formulating an opposition to the decisions of the shareholders regarding the alteration of the articles of association
- The removal of the minimum threshold imposed for the share capital of a limited liability company
The law no. 223/2020 removes the minimum threshold imposed for the share capital of a limited liability company, which was at least 200 Lei (equivalent to approximately 42 euros), as well as the minimum par value imposed for the value of a share, namely 10 Lei (equivalent to approximately 2 euros).
- The removal of the obligation of limited liability companies to present proof of payment of the share capital at the time of registration of the company in the Trade Register
These legislative changes which smooth the transfer of shares as well as the removal of the minimum threshold for the share capital are deemed to simplify legislation for the benefit of the business community. Also, on 5 July 2020 the Romanian Companies Law 31/1990 was amended to enable individuals and legal entities to be sole shareholders in more than one Romanian limited liability company with a sole shareholder. Another modification brought is excluding the necessity to correlate the number of companies headquartered in the same premises and the number of rooms or separate spaces resulting from the scission of the premises concerned.
GRUIA DUFAUT LAW OFFICE
Attorneys at law (Paris & Bucharest)