The Romanian Company Law no. 31/1990 has been amended through the recent Law no. 299/2024 to better align with technological developments and the evolving needs of the business landscape. Notably, a key update is enabling remote (online) attendance and electronic voting in general shareholder meetings, among other relevant revisions.
Convening and Holding General Shareholder Meetings
- Shareholders in both joint-stock companies and limited liability companies can now participate and vote in general meetings either in person or remotely through electronic means. Provisions for remote attendance must be included in the articles of association or approved by the shareholders. When remote participation is permitted, the convening notice must include details about the electronic communication methods and the procedures shareholders must follow to attend and vote online.
- The remote communication tools must meet the technical standards needed to verify the participants’ identities, confirm their active presence, ensure continuous transmission of the meeting’s proceedings and allow them to speak and vote during the general meeting. Additionally, the remote communication tools must enable the subsequent verification of the voting process and allow each shareholder to check the votes they have cast.
- Resolutions passed by means of such general meetings may be electronically signed (using a qualified or advanced electronic signature), in accordance with legal requirements in this respect.
- The convening notice in joint-stock companies may be amended within 15 days of publication. Any modified version, including, if the case, those additional agenda items, must be published at least 10 days prior to the convened meeting, in accordance with legal and statutory requirements.
Secondary Offices
- Delegation of power with respect to secondary offices:A general shareholder meeting may delegate the power to establish or close secondary establishments (i.e. branches, agencies, representative offices, working units or other similar establishments without legal personality) to the board of directors or the management board, even if this authority is not expressly granted to these bodies in the articles of association.
UBOs
- Details regarding the beneficial owner(s) are no longer needed in the articles of association:The new legal framework removes the requirement for companies to include the identification data of their beneficial owner(s) and the manner in which the control is exercised over the companies in the articles of association.
Conclusion
The amendments set forth by Law no. 299/2024, which entered into force on 6 December 2024, represent a key development in increasing the flexibility of decision making in Romanian companies. The digitalisation and simplification of procedures will enhance transparency, efficiency and competitiveness, marking a positive shift in the current legal framework concerning the mechanisms and technologies used in the management of companies.
Download thew Client Alert in English
Romanian Company Law updates: Online participation and e-voting in shareholder meetings
The Romanian Company Law no. 31/1990 has been amended through the recent Law no. 299/2024 to better align with technological developments and the evolving needs of the business landscape. Notably, a key update is enabling remote (online) attendance and electronic voting in general shareholder meetings, among other relevant revisions. Convening and Holding General Shareholder Meetings Secondary Offices […]...
Wolf Theiss advises STRABAG Group on the acquisition of B2 Assets in the Czech Republic
Prague, 9 December 2024 – Wolf Theiss advised the Austrian property services company STRABAG Property and Facility Services (STRABAG PFS) on its acquisition of the Czech building management company B2 Assets. This transaction significantly strengthens STRABAG PFS’s market position in the Czech Republic. STRABAG PFS, one of Austria’s leading facility managers, has acquired 100% of […]...
ESG obligations in Hungary: Adapting to broadening regulatory demands
In recent years, environmental, social and governance (ESG) considerations have become a core element of corporate strategy across the European Union (EU). Integrating ESG obligations is no longer simply a regulatory necessity for companies but also an opportunity for sustainable growth and innovation. Effective 1 January 2025, in addition to public-interest entities, large enterprises will […]...
Medical devices in CEE & SEE: Navigating the challenges to modern healthcare
The Wolf Theiss Guide to Medical Devices in CEE & SEE offers an in-depth examination of the medical device industry in Central, Eastern and Southeastern Europe, focusing on the regulatory landscape, as well as key developments and opportunities shaping the sector. While the implementation of MDR/IVDR has been largely completed, with some exceptions, secondary legislation […]...
Factoring in Hungary: A liquidity solution and regulatory challenge
Factoring has emerged as an essential financial solution for businesses in Hungary, offering a fast and flexible way to maintain cash flow and bridge liquidity gaps, especially for those with extended payment terms in sectors like agriculture, manufacturing and logistics. However, navigating Hungary’s complex regulatory landscape can pose challenges for companies seeking to use factoring […]...
Der neue Wolf Theiss
Der kleine Vergabeknigge ist da – Jetzt reinhören!
In der letzten Folge unseres Vergaberecht-Podcasts dieses Jahres stellen Ingrid Makarius und Johann Hwezda die fünfte Ausgabe des beliebten Der kleine Vergabeknigge vor. Seit 2020 bietet dieser kompakte Leitfaden praxisnahe Orientierung in der öffentlichen Beschaffung – speziell für Personen, die im Vergabebereich tätig sind, jedoch keine ausgewiesenen Vergabejuristinnen oder Vergabejuristen. Erfahren Sie mehr über die […]...
Changes to Ukraine’s reservation procedure effective from 1 December 2024
On 25 November 2024, the Cabinet of Ministers of Ukraine approved Resolution No. 1332. This resolution introduced a series of changes to the temporary postponement of call-up for military service procedure, also known as reservation, as well as to the requirements for companies to be designated as critically important to the national economy and to […]...
Wolf Theiss advises EIC Fund on granting a convertible loan to FibriTech
Warsaw, 3 December 2024 – Wolf Theiss has advised the EIC Fund on the execution of a convertible loan agreement with FibriTech, marking the first such agreement between the EIC Fund and a Polish company. The EIC Fund, the venture capital arm of the European Innovation Council, was established to fund companies under the EIC […]...
Wolf Theiss advises Raiffeisen Bank International AG in EUR 650 million Additional Tier 1 Notes issuance and repurchase tender offer
Vienna, 26 November 2024 – Wolf Theiss acted as legal advisor to Raiffeisen Bank International AG in connection with the successful issuance of EUR 650,000,000 Fixed to Reset Rate Additional Tier 1 Notes and its tender offer for the repurchase of EUR 650,000,000 Fixed to Reset Rate Additional Tier 1 Notes of 2017 The “EUR 650 million Fixed to Reset Rate […]...
Flexible amendment to the Labour Code
Wolf Theiss cordially invites you to a business breakfast where we will address the employment law novelties brought by the so-called “flexible” amendment to the Labour Code. Among the topics discussed will be changes to notice periods, rules for employing minors, changes to conditions for employees on parental leave performing work and to their return […]...
Wolf Theiss advises Raiffeisen Bank International AG and M.M. Warburg & CO on the exchange offer and the issuance of a EUR 93,000,000 Green Bond of UBM Development AG
Vienna, 7 November 2024 – Wolf Theiss advised Raiffeisen Bank International AG and M.M.Warburg & CO as Joint Lead Managers and Bookrunners on the exchange offer of bonds issued by UBM Development AG in 2019 and 2021 and on the subsequent cash subscription offer of the EUR 93,000,000 7% Green Bond 2024-2029 of UBM Development […]...
Legal Internships bei Wolf Theiss: Bewerbungsprozess & Assessment Center
In der aktuellen Episode unseres “Wolf Theiss Soundshot”-Podcasts geben Fiona Altmann und Lisa Toth einen Einblick in das Praktikumsprogramm der Sozietät. Gemeinsam mit der ehemaligen Legal Intern Hannah Jellmair teilen sie ihre persönlichen Erfahrungen und besprechen, worauf es bei einer erfolgreichen Bewerbung ankommt. Hannah berichtet begeistert von ihren positiven Erfahrungen im Assessment-Center, der Zusammenarbeit während […]...