Amendments to the Government Ordinance no. 26/2000 regarding the associations and foundations
On 2 December 2020, the Law no. 276/2020 for amending and supplementing the Government Ordinance no. 26/2000 regarding associations and foundations ("Law 276/2020") was published in the Official Gazette no. 1166 and entered into force within three days as of the publishing date, namely on 5 December 2020.
(i) Important amendments brought by Law 276/2020 regarding both associations and foundations:
- In order for the association/foundation to acquire legal personality, members must conclude the Bylaws; thus, the Articles of Association are no longer necessary. However, the Bylaws must comprise the information that was previously required in the Articles of Association;
- Additionally, the Bylaws must be concluded under private signature, unlike the former provisions which provided for submission the deed authenticated by a public notary or a copy certified by a lawyer. However, should the initial patrimony comprise immovable property, the authenticated form of the Bylaws is still mandatory;
- As regards associations/foundations constituted/ managed only by natural persons it is not necessary to submit the ultimate beneficial owner’s affidavit when the only beneficial owners are the natural persons provided in the Bylaws (whose identification data are comprised in the documents in the file);
- The meetings of the Board of Directors can be held using electronic distance communication means, and its decisions can be signed by the associates/founders with electronic signature;
- Whenever there are any changes in the ultimate beneficial owner's identification data, the association/foundation must communicate the updated identification data to the Ministry of Justice to register the updated records of the ultimate beneficial owners of the association/foundation;
- The form of the ultimate beneficial owner affidavit can be under private signature or electronic and can be communicated without other formalities, by electronic means, with electronic signature or by post and courier services.
(ii) Other amendments apply solely to associations:
- It is no longer necessary for the name of the association to contain the word "Association" or that the name in a foreign language contains the Romanian translation.
- It is no longer mandatory for the initial patrimony to be equal to or higher than RON 200;
- The application for registering the association shall no longer be accompanied by the supporting documents of the initial patrimony, unless the initial patrimony comprises immovable property;
- Should the name of the association be in a language other than Romanian, a legalised translation prepared by an authorised translator shall be attached to the application for the issuing of the proof of name availability, with the exception of the names containing proper, untranslatable names, and internationally established names;
- Upon the submission of the supporting documents of the headquarters the notice on changing the destination of collective housing buildings is not necessary, with the condition that the authorised representative declares under his/ her own responsibility that the association shall not carry out its activity at the chosen headquarters;
- Should a legal entity take part in the formation of the association, then the following documents regarding that legal entity shall be attached to the application file for registration: official excerpt from the register of the relevant authority where the legal entity is registered stating the form of the legal entity and its representatives; in the case that the Bylaws of the association is signed by any other persons than the afore-mentioned representatives, a resolution of the legal entity's managing bodies concerning the formation of the association and the designation of the person to represent it within the association is mandatory; tax record of the founder legal entity, in which case the natural person who represents the legal entity shall not submit a tax record. The same documents are mandatory should the legal entity become a member of the managing bodies of the association.
- The minimum number of members for the subsidiaries of the associations has been reduced to 2 (two);
- The General Meeting can be held using electronic distance communication means, and its resolutions can be signed by the associates also with electronic signature;
- Natural persons who are not members of the association, can be members of the Board of Directors of the Association. Such members should represent not more than one third of the Board of Directors, as opposed to the old provision that stated the limit to be a quarter;
(iii) A specific amendment refers solely to foundations:
- The total amount of the in kind or in cash assets that form the initial patrimony of the foundation has been reduced to at least 10 times the gross national minimum salary guaranteed at the date of the foundation’s incorporation.
By way of exception in the case of foundations that have as a sole objective conducting operations for collecting funds that shall be submitted to other associations or foundations that shall use the funds to carry out programs, then the initial patrimony of the foundation may have a total amount of at least two times the gross national minimum salary guaranteed.