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Amendments to the Companies Law

In this issue:

Amendments to the Companies Law - The restrictions concerning the capacity of sole shareholder in a limited liability company were eliminated


Law no. 102 of 2 July 2020 for amending and supplementing the Companies Law no. 31/1990 was published in the Official Gazette no. 583 of 2 July 2020 and will enter into force on 5 July 2020.

The main amendments refer to the abrogation of art. 14 of the Companies Law no. 31/1990 (Companies Law) which used to regulate certain restrictions concerning the capacity of sole shareholder in a limited liability company.

Cancellation of the restrictions related to the capacity of sole shareholder in limited liability companies

Before this amendment, the Companies Law provided for the following two main restrictions with respect to the sole shareholder of limited liability companies:

(i)    an individual or a legal entity cannot be the sole shareholder of more than one limited liability company; and

(ii)    a limited liability company cannot have as sole shareholder another limited liability company consisting of a single person.

The removal of these restrictions gives greater freedom to individuals or legal entities wishing to set up more limited liability companies.


Changes regarding the possibility of several companies to operate in the same space

According to the amendments to the Companies Law, the provisions restricting the operation of several companies in the same space were repealed.

Also, the provision requiring the issuance by the fiscal authority of a certificate upon the incorporation or upon the change of the registered seat of companies was eliminated.

In addition, if no activity is carried out at the registered office of a company, the permit regarding the change of the destination of the collective buildings with residential regime provided by Law no. 196/2018 on the establishment, organization and operation of owners' associations and the administration of condominiums can be replaced with an affidavit of the director of the company.

Prepared by:
Georgiana Nichita – Managing Associate, Radu și Asociații SPRL
Anca Atanasiu – Senior Associate, Radu și Asociații SPRL
For additional information, please contact:
Radu Diaconu – Associate Partner, Radu și Asociații SPRL
Radu și Asociații SPRL
Bucharest Tower Center Building,
22nd Floor, 15-17 Ion Mihalache Blvd.,
Sector 1, 011171, Bucharest, Romania
Tel: (40-21) 402 4100, Fax: (40-21) 310 6987
Email: office@ra-law.ro
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