Romania’s Senate has recently adopted a draft law regarding the amendment of an article of Romanian Company Law addressing the dissolution of companies.  Most notably, the draft law:

  1. Grants the Romanian fiscal authority, the power to request the dissolution of companies.  Under the existing law this power was only expressly granted to the National Trade Registry Office and any interested person.
  2. Expressly provides for the dissolution of companies that fail to maintain net asset values to at least half of their share capital.  Current legislation already imposes this obligation on both joint stock companies and limited liability companies.  Companies that do not comply with the minimum net asset requirement must hold an extraordinary general meeting of the shareholders to decide on dissolving the company, decreasing the company’s share capital or rebuilding the net assets to the minimum threshold required by law.

If the shareholders fail to meet or remedy the situation, any interested third party may address the competent court and request the dissolution of the company. The court, however, may grant a grace period (not more than 6 months) for the shareholders to straighten things out. The company shall not be dissolved if the net assets are rebuilt by the time that the judicial ruling for dissolution becomes irrevocable.

  1. Imposes the Romanian fiscal authority and the National Trade Registry Office with the obligation to request the dissolution of any company that has insufficient net assets or qualifies for dissolution under other provisions of Romanian Company Law.  The Romanian fiscal authority and the National Trade Registry Office must request the dissolution within 30 days from the moment they become aware of the violation.

However,  it is unclear how the 30 days term for requesting the dissolution will be put into practice in case of failure to meet the minimum net asset requirement.  For example, it is unclear how and when the obligation to request dissolution will be triggered if companies have already begun procedures to call the extraordinary general shareholders meeting for remedying the situation.

After its approval by the Senate, the draft law containing the amendments above will be submitted for final approval to the Chamber of Deputies.