Romania’s Senate has tacitly adopted a draft law amending Romanian Company Law on share transfers, as well as the liquidation and deregistration of companies. Most notably, the draft law:
- Restricts the transfer of shares to third parties for newly established limited liability companies. As such, limited liability companies, in their first year of existence, who transfer 50% or more of their share capital to third parties, are subject to a fiscal inspection, which shall be performed within 30 days. However, it is currently unclear how the 30 days term will be applied and correlated with the other terms provided by law (for example, it is unclear what is the starting point for this term).
- Reduces from three months to 30 days the term during which any interested person may request the appointment of a liquidator, in the case of dissolved companies. If no request for the appointment of a liquidator is submitted within 30 days, the draft law obliges the delegate judge to appoint a liquidator within one month.
- Eliminates the provisions regarding the deregistration ex officio of companies, when no request for the appointment of a liquidator has been submitted. This amendment, together with the amendment mentioned at point (ii) above, ensures that companies undergo the liquidation procedures prior to their deregistration.
The Government of Romania has issued an opinion on these matters, claiming that it does not support the amendments brought by the draft law. In short, the Government criticised the share transfer amendment as being an unreasonable measure restricting the exercise of the property rights. Further, the Government addressed the liquidation amendments, claiming that they do not serve the public’s general interest. Specifically, the Government stated that the law should not provide for the lack of diligence from any interested person to request the liquidation, since such operation would incur costs at the state’s expense. In light of this opposition, the future of the draft remains to be seen.
After its tacit approval by the Senate, the draft law containing the amendments above will now be submitted for final approval to the Chamber of Deputies.