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Amendments and completions of Law no. 31/1990 regarding the

Our lawyers in Romania present am amendment to Law no. 31/1990.

Table of Contents

Main legal provisions

Law no. 31/1990 on companies involved:

Art. 14. –

  • (1) A natural person or a legal person may be a sole shareholder only in a single limited liability company.
  • (2) A limited liability company may not have as sole shareholder another limited liability company, consisting of a single person.
  • (3) In case of violation of the provisions of par. (1) and (2), the state, through the Ministry of Public Finance, as well as any interested person may request the judicial dissolution of a company thus constituted.
  • (4) Based on the dissolution decision, the liquidation will be made under the conditions provided by the present law for the limited liability companies ”.

Our Romanian lawyers can provide more details.

This article aimed at limiting the abuses that a sole shareholder may have towards third parties or towards the company, considering that in the case of a limited liability company, as a shareholder you have all the social partners, you can also be a director in same time. He also has the powers of an administrator provided by law. By repealing art. 14 of Law 31/1990, it is allowed for an LLC to have as sole shareholder another LLC with a single sole shareholder, as well as for any legal or natural person to be a sole shareholder in an unlimited number of LLCs. In addition, no one, not even the Ministry of Public Finance, can demand the dissolution of such a company, in court.

According to the amendments brought by law No. 102/2020, art. 1 appears in support of the abrogation of art. 14 of law no. 31/1990, eliminating the specification: “and the declaration on one’s own responsibility regarding the holding of the quality of sole shareholder in a single limited liability company”. You can ask the experts at our law firm in Romania for more details.

Also, the provisions from letters b and c of art. 17, paragraph 3 are eliminated, so that it is no longer necessary a certificate issued by the competent fiscal body attesting the fact that for the building with registered office there are no other contracts. for the assignment of the right to use the same building, when a company is registered or the registered office is modified.

However, following the finding of errors in the wording of this new law, by decision no. 372 of 17.06.2020, due to the objection of unconstitutionality of the amendments, the law was rejected, so that law no. 31/1990 on companies was re-enacted.

If you want to set up a company but you have questions regarding the legislation in force, do not hesitate to contact the Romanian lawyers at Darie, Manea and Associates.