Legal & Tax Updates

NNDKP Corporate Legal News – December 2024

Amendments to the Companies Law

On December 3^rd, 2024, the Companies Law was amended by Law No. 299/2024, published in the Official Gazette No. 1212 on December 3^rd, 2024.

The amendments aim to clarify certain regulatory aspects, as well as to adapt the rules for holding and approving the resolutions of the general meeting of shareholders to modern means of communication, in order to ensure their celerity.

The main amendments are:

• No obligation to mention the ultimate beneficial owner (UBO) in the articles of incorporation:
  • Law no. 299/2024 removes the requirement to mention the UBO and the manner in which control over the company is exercised in the articles of incorporation, for any type of company.
• Participation by electronic means of remote communication in the general meeting of shareholders:
  • The new law provides for the possibility to participate by electronic means of remote communication in the general meeting of shareholders and, when it is the case, the convening notice must also include a description of the procedures to be followed by shareholders to participate and vote online in the general meeting.
• Details of how shareholders vote by electronic means in all types of companies:
  • Shareholders, in person or by proxy, may participate and vote physically or by electronic means of remote communication in general meetings, and they may also vote by correspondence, if the articles of association so provide or, in case of joint-stock companies, if the shareholders decide by a majority of the votes held by the shareholders present or represented and, in case of limited liability companies, if the shareholders decide by an absolute majority of both the members and the share capital, unless otherwise provided in the articles of association, or if all shareholders so agree in writing.
  • The electronic means must also meet the technical conditions necessary for the identification of the participants, for their effective participation and for the continuous retransmission of the deliberations, for the exercise of the right of shareholders to address the meeting, for the casting of votes in the general meeting and, at the same time, in order to allow subsequent verification of the manner in which the vote was cast.
  • The resolutions held in these circumstances shall be signed in writing or by electronic signature, in accordance with the law.
• Possibility for the board of directors to amend the convening notice after its publication:
  • The board of directors may amend the convening notice after its publication, at the latest within 15 days of its publication. The board of directors may also introduce new items on the agenda, and the amended convening notice including, as the case may be, the agenda supplemented with the items proposed by the shareholders or by the board of directors, after the convening, must be published with the fulfillment of the requirements laid down by law and/or the articles of association for convening the general meeting, at least 10 days before the general meeting on the date mentioned in the original convening notice.
• Delegation of the powers of the extraordinary general meeting of shareholders to the board of directors/management board, in the case of joint-stock companies:
  • In addition to changing the registered office of the company, changing the company’s object of activity and increasing the share capital, Law no. 299/2024 introduces the possibility to delegate the establishment or dissolution of secondary establishments (branches, agencies, representative offices or other similar units without legal personality) to the board of directors, as well as to the management board, either through the articles of association or through the resolution of the extraordinary general meeting of shareholders.

The Romanian version of this newsletter is available here.