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Romanian Legislation Changes

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Romanian Legislation Changes

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Our experts in Romania detail important changes to legislation, as published in the Official Gazette, and in force from 16 July 2015.

Law no. 152/2015 for the amendment and completion of certain normative acts in the area of registration in the Trade Register, published in the Official Gazette no. 519/13.07.2015.

Art. II. Companies Law no. 31/1990, republished in the Official Gazette of Romania, Part I, no. 1066 of 17 November 2004, with subsequent amendments, shall be amended and supplemented as follows:

5. Article 237 will be amended and shall have the following wording:

"Art. 237 - (1) At the request of any interested person (entity or individual), as well as of the National Trade Register Office, the tribunal may decide the dissolution of the Company in the following cases:

a) the company no longer has statutory bodies or they can not meet

b) shareholders / associates have disappeared or have no known domicile or known residence

c) the conditions for the registered office are no longer observed, including as a result of the expiry of the act that certifies the right to use the space of registered office or for the transfer of the right to use or of ownership of the space for the registered office

d) the activity of the company ceased or was not resumed after the period of temporary inactivity, announced to the fiscal authorities and registered in the Trade Register, period which may not exceed three years from the date of registration in the trade register

e) the Company has not supplemented the share capital under the provisions of the law

f) the company has not filed the annual financial statements and, if applicable, the annual consolidated financial statements and accounting reports to the territorial units of the Finance Ministry, within the term provided by the law, if the period of delay exceeds 60 days

g) the company has not submitted to the territorial units of the Finance Ministry, within the term provided by the law, the statement mentioning that no activity has been developed from the incorporation, if the period of delay exceeds 60 days.

(2). The list of the companies for which the National Trade Register Office is to formulate dissolution actions are displayed on its website or on the online portal of services with at least 15 days prior and sent to the Ministry of Finance - National Agency for Fiscal Administration.

Government Ordinance no. 17/2015 on regulating certain fiscal and budgetary measures and amending and supplementing certain normative acts, published in the Official Gazette no. 540/20.07.2015, through which have been abrogated the provisions concerning the obligation to apply the stamp.

Article V

(1). Individuals, private legal persons as well as entities without legal personality are not required to apply the stamp on declarations, applications or other documents submitted to public institutions or authorities.

(2). Individuals, private legal persons as well as entities without legal personality are not required to apply the stamp on documents or any other written acts issued between them.

(3). At the effective date of this ordinance, all legal provisions relating to the obligation of the application of the stamp by the persons and entities referred to in para. (1) and (2) are abrogated.

Article supplied by The TMF Group

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