Draft law for amending and supplementing Law no. 31/1990 on trading companies

On March 17, 2014, the draft law for amending and supplementing Law no. 31/1990 on trading  companies (the “Law”) was submitted at the Senate for debate. This draft law supplements and  replaces the draft amendment of the Law presented in the legislative retrospective published in  February 2014.

By comparison to the previous draft law, which specified that a limited liability company was to  have a share capital of minimum RON 2,000 divided into equal shares, having a nominal value of  minimum RON 20 each, this draft law maintains the minimum limit of the share capital at RON 2,000,  however the nominal value of a share will be of minimum RON 100.

The text of the draft law also enables the Government to amend, at least once every two (2) years,  the minimum value of the share capital, taking into consideration the exchange rate, so that this  amount represents at the most the equivalent in RON of the amount of EUR 500.

Limited liability companies established prior to the entry into force of the law will have 180 days  to adopt the resolution concerning the increase of the share capital at a level at least equal to  the minimum legal level, under the penalty of the automatic dissolution of the company. The legislative proposal was submitted for the Government’s standpoint.