Romania: Company Law to be amended – Law 223 / 30.10.2020


In an effort to reduce bureaucracy when operating limited liability companies, Romania has amended its Company Law that will come into force 3 days following its publication in the National Gazette, relating to SRLs as follows:

• Flexibility of the condition regarding the approval of the transfer of shares by shareholders of SRLs. This condition can even be eliminated however the company’s Memorandum and Articles of Association must clearly mention the exact circumstances in which a transfer of shares can be effected.
• Creditors right of opposition to the transfer of shares to new investors is completely eliminated.
• Removal of the requirement regarding the minimum share capital of RON 200 when setting up an SRL.
• Simplifying the incorporation procedure of an SRL by eliminating the need to prove the payments made by shareholders according to the conditions of the Memorandum and Articles of Association.
• Eliminating the requirement to prove the correct use of space for a registered office as registered with the National Agency for Fiscal Administration when incorporating an SRL.
• Elimination of the mandatory registration of the “Deed of Transmission of Shares” at the Trade Register. Additionally, the updated Memorandum and Articles of Association along with the identification data of the new shareholders is no longer required to be registered.

These changes will help to streamline and simplify the transfer of shares in SRLs and to stimulate investment. Going forward, investors will be able to take control of their desired business without going through a complex, bureaucratic and largely unjustified process.

For further details, please contact Stefania Costea, Consultant, at

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Stefania Costea
Eurofast Romania