According to the new provisions, starting with January the 1st the annual fiscal statements and the attached documents(managers’ report, censors’ board report or audit report) are submitted only to the territory offices of Public Finance Ministry, following to be electronically transmitted to the Trade Registry.
Pay attention – because according to the Law, in order to be opposite to the third parties, the decisions of the general assembly must be submitted within 15 days to the Trade Registry office, in order to be stated in the register and published in the Official Gazette. Moreover, in case of joint stock company, the failure to submit the decisions to the Trade registry is being ratified with a fine from 5.000 to 10.000 lei. As a consequence, even though the financial statements are no more needed to be submitted to the Trade Registry, the A.G.A( General Assembly of the Stockholders) decisions by which the financial statements are approved have to continue to be submitted to the Registry.
The obligation for the trade societies with a turnover larger than LEI 10 millions to publish in the Official Gazette, 4th Part, an announcement to confirm the submission of the annual financial statement, continues to be in force.
There also have been presented some settlements concerning the mergers and divisions of the trade companies. Hereunder, if a creditor failed to obtain his outstanding debt from the company to which the receivable has been given by division, all the member companies shall be liable for the obligation in cause, until the competition of the net assets which have been given by division, except for the company to which has been transmitted the obligation for unlimited liability.
O.N.R.C.( National Office for Trade Registry) must transmit within 3 days from the submission date of the merge/division project to A.N.A.F( National Agency of Fiscal Administration) an announcement notifying about the project submission.
Concerning the new provisions, drafting a new opposition from the social creditors shall not have as a consequence the postponing of the merger or division and shall not interfere with the merger or division, opposition being treated urgently and by choice
In at least 3 months from publishing the merger/division project in the Official Gazette, the General Assembly of each member company shall decide upon the merger/division, according to the conditions concerning its summon.
The provisions regarding the merger and the division are being applied only for the operations for which the division, respectively merger project shall be published further to the present order that shall enter into force.
© 2024 Contexpert Consulting SRL. All rights reserved.
For comments and / or suggestions please visit our Contactpage.