Update to the Companies Law

Law no. 31/1990 (Companies Law) was recently amended by the Romanian Parliament through the adoption of Law no. 299/2024, which was published in the Official Gazette on 3 December 2024 and entered into force on 6 December 2024, with the aim of simplifying administrative formalities, expanding the use of digital technologies and increasing efficiency in decision making.

Key aspects:

• Shareholders/associates may now participate in a General Meeting of Shareholders and/or of Associates (“AGM”) remotely using electronic means of communication that allow for the identification of participants and their effective participation, the real-time retransmission of deliberations with a view to the exercising of shareholders’/associates’ right to address the meeting, as well as the casting of votes
• The electronic systems used must guarantee the identification of shareholders/associates, the subsequent verification of how their votes were cast and the possibility for each shareholder/associate to verify the votes cast, thus ensuring the transparency, security and authenticity of the vote with a view to reducing the risk of fraud or error
• In the case of joint-stock companies, where remote participation by electronic means of communication is also permitted, the convening notice will also include a description of the procedures to be followed by shareholders, thereby allowing them to participate and vote online in the general meeting
• Again in the case of joint-stock companies, the board of directors may amend the convening notice up to 15 days after publication, thus affording companies greater flexibility to adapt to unforeseen circumstances
• The requirement to include the identification data of beneficial owners in a company’s instruments of incorporation has been eliminated.

Source: Law no. 299/2024 amending and supplementing Law no. 31/1990 (Companies Law)