Gruia Dufaut



Last updated: 8 July 2020

Companies’ law no. 31/1990 has been substantially amended at the beginning of this July which resulted in more flexible proceedings of incorporation of companies.

Here below, there is overview of the main changes brought by the Law no. 102/2020 published in the Official Gazette no. 583/2020 entered into on July 5, 2020.

The Limited Liability Company (LTD) with a sole shareholder

The new law removes the restrictions in force before July 5, according to which (i) a natural or a legal person was allowed to be sole shareholder in only one limited liability company, and (ii) a limited liability company with a sole shareholder, natural person, was not allowed to be sole shareholder in a limited liability company.

For the record, inobservance of such restrictions would result in the dissolution by default of the LTD.

Therefore, the sworn statement that needed to be made by the sole shareholder in these two cases has been excluded as well.

The registered headquarter of the future company

Another modification brought by the Law no. 102/2020 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.

Priory, one of the obligations to be observed while incorporating a company was the filing of a certificate issued by the tax authority stipulating that a certain space lodged only one headquarter, which implicitly meant submission of a non-overlapping sworn statement certifying that the premises lodging several registered headquarters are duly delimited as to provide individual lodging for each registered headquarter. This obligation, called of “unicity of the registered headquarter” is no longer in force.

The same applies to the obligation to file proof of the agreement of neighbours for registration / transfer of the registered headquarters of the company lodged in a collective residential building. A simple sworn statement made by the Director of the future company (or by the Directors, as the case may be) that the company concerned shall not carry out any activity thereat will suffice for the registration of the headquarter.

Such change is meant particularly to mitigate the difficulties encountered when such agreement is abusively denied by the association of the owners of the building, or, as appropriate, by the neighbours.

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