June 20, 2023
This month the Government adopted the draft law for the amendment and completion of the Company Law no. 31/1990 and of Law no. 265/2022 regarding the trade register and for the modification and completion of other normative acts affecting registration in the trade register. The draft law will be debated and voted on in Parliament, approved by decree by the president of the state and published in the Official Gazette in order to become effective.
The Draft Law will transpose:
- Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions (the “Mobility Directive“);
- partially Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law.
Following the adoption of the draft law, inter alia, the following aspects will be regulated:
- stages of the operations implementation of cross-border transformations, mergers and divisions, such as the elaboration of the operation project with minimum mandatory information and the report of the directors regarding the effects of the operation and making them available to the shareholders and employees at least in electronic format, the evaluation of these operations by an independent expert, convening rules for the general shareholders meeting deciding on the operation etc.;
- facilitating the online consultation of the project by the interested parties; online filing of the documentation regarding the operation with the trade register; communication through the interconnected system of the trade registers of the European Union member states;
- shareholders’ protection mechanism, such as the establishment of high voting requirements, the right to withdraw from the company and obtain appropriate compensation for his shares, a maximum term (2 months from the date on which the operation becomes effective) in which the price of the shares of the shareholder who exercises the right of withdrawal can be paid, with the possibility of regulating a shorter term in the operation project or that such term may be agreed upon by the parties;
- protection mechanism for creditors, such as the right to obtain adequate guarantees for the recovery of the debt. Procedure and deadline for the creditor who is not satisfied with the guarantees granted by the operation project to notify the company involved in the operation.
