Amendments And Completions Brought By Law No. 102/2020 Regarding Some Provisions Of Law No. 31/1990 Of Commercial Companies

As of July 5, 2020, the following legislative provisions come into force:

  1. The restriction on being a sole shareholder in a single limited liability company shall be removed;
  1. An unlimited number of companies may establish and operate at the same headquarters, regardless of the number of rooms in the building;
  1. When setting up a company and changing the registered headquarters of the company, only the document certifying the right of use over the space destined for the registered headquarters shall be presented;
  1. The approval (neighbors’ agreement) is no longer required when changing the destination of collective residential buildings.

The new legislation aims to facilitate the procedures, the conditions of registration of the registered headquarters and the remove of the restriction for individuals and legal entities to be a sole shareholder in only one limited liability company, which would have the effect of increasing the number of companies and entrepreneurial initiatives.

This can only be an advantage in the formation of the general state budget, which increases considerably with each taxpayer legal entity, as the profit of an entrepreneur is often higher than that of an individual.

  1. In the order of legislative regulation, the first provision of Law no. 31/1990 regarding the commercial companies (“Law no. 31/1990”) that has undergone amendments is represented by art. 14, which previously provided for some limitations within the limited liability company with sole shareholder. These referred to the fact that a natural or legal person could be a sole shareholder in only one limited liability company and to the fact that such a company could not have as a sole shareholder another limited liability company with a sole shareholder. These limitations were provided under the sanction of judicial dissolution of the company that disregarded these restrictions, with the consequence of its deregistration. The law recognizes the active procedural capacity in such a legal action to any interested person. Following the promulgation of Law no. 102/2020, art. 14 of Law no. 31/1990, was completely repealed.
  1. Further, art. 17 para. (1) of Law no. 31/1990 provided in the initial form the fact that when authenticating the acticles of incorporation in the cases provided in art. 5 (among the goods subscribed as a contribution to the share capital is a real estate, a partnership is set up in a collective name or in a simple limited partnership, the joint stock company is set up by public subscription) or, as the case may be, present the proof issued by the trade register office regarding the availability and reservation of the company name and the self statement regarding the quality of sole shareholder in a single limited liability company. In the variant amended by Law no. 102/2020, the presentation of the proof of the self statement regarding the quality of sole shareholder in a single limited liability company, issued by the trade register office in order to authenticate or giving a certain date of the articles of incorporation, was eliminated.
  1. The text of art. 17 para. (3) and (4) of Law no. 31/1990 provided in the initial form a series of obligations incumbent on the companies, respectively to present at the trade register office:
    • the document attesting the right of use over the real estate destined for the registered headquarters, at the moment of registration or change of registered headquarters;
    • a certificate issued by the National Agency for Fiscal Administration, certifying that for the building with registered headquarters was not registered a document of assignment of the right of use, regardless of the onerous or free nature of such documents;
    • a self statement in authentic form stating that the building, by its structure and usable area, allows the singular operation of the company in a different room, if from the certificate issued by the A.N.A.F. it appears that documents are already registered with the fiscal body attesting the assignment of the right of use over the same building.

Following the amendment of this article by Law no. 102/2020, only the first obligation remains in force, the other provisions being repealed, along with the ban on the operation of several companies in the same building than the number of rooms allows.

  1. At the end of art. 17, a new paragraph was introduced according to which the notice regarding the change of the destination of the collective buildings with residential regime, provided by Law no. 196/2018 (art. 40 para. (1)) on the establishment, organization and operation of owners’ associations and the administration of condominiums, as subsequently amended, is not necessary when the administrator, or, as the case may be, the administrators declare on their own responsibility that at the registered headquarters no activity takes place.

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