The Draft Bill regarding Companies Law has been referred back to Parliament
As reported by us in an earlier article, Important changes regarding Companies Law and the simplifying of incorporation procedures, on 18 December 2019, a Draft Bill (the “Draft Bill”) amending and supplementing Companies Law no. 31/1990 (“Companies Law”) was passed within the Romanian Chamber of Deputies, and was then further submitted to the President of Romania (the “President”) for promulgation purposes.
The President has now referred the Draft Bill back to Parliament, demanding its reexamination.
In support of such course of action, the President stated that although the Draft Bill may be construed as aiming to reduce the administrative burdens and to stimulate entrepreneurship, some provisions of such Draft Bill may pose certain risks affecting the requirement to ensure transparency and fair competition within the market, as well as in the context of combating fiscal evasion.
With regard to the provisions of the Companies Law regulating the individuals’ or legal entities’ limitation to act as sole shareholder only in one limited liability company, the President has stated that pursuant to repealing such provisions, the individuals would be allowed to set up an unlimited number of entities owned by a sole shareholder, thus giving rise to multiple concerns. The President has also stated that in a similar manner, considering that the same (sole) shareholder shall be liable with their personal assets (representing a single patrimony) for the debts of an unlimited number of companies, no mechanisms have been provided to counterweight the dilution of personal liability.
Furthermore, the President has pointed out that the legal provisions setting forth the restriction on companies to operate at shared premises unless the envisaged premises’ structure allows companies to operate in different rooms are substantiated by the need to combat fiscal evasion.