Important amendments brought to Companies Law no. 31/1990: the restrictions related to LLC sole shareholders and to the overlapping of headquarters have been repealed

10 Jul 2020

In brief

Law no. 102, dated 2 July 2020, for the amendment and completion of Companies Law no. 31/1990 repeals both the sole shareholder restrictions in the case of LLCs and the interdiction on establishing the headquarters of several companies at the same premises.

In detail

The following amendments were approved:

  • Companies Law no. 31/1990, article 14 has been repealed. The repealed article stipulated that an individual or legal entity can be a sole shareholder in only one limited liability company (“LLC”) and that an LLC cannot have as sole shareholder another LLC held by a sole individual / entity;
  • Companies Law no. 31/1990, article 17, paragraph 4 has been repealed. Thus, several companies can now establish their headquarters at the same premises;
  • Companies Law no. 31/1990, article 17, paragraphs (1) and (3) have been amended. Specifically, the following documents / procedures will no longer be required: (i) the notarised own liability statement certifying that the conditions for holding the capacity as sole shareholder of an LLC are met, (ii) obtaining a certificate issued by the tax authorities proving that there is no overlapping of the premises used as headquarters / the notarised own liability statement mentioning that there is no overlap;
  • A new paragraph has been introduced after paragraph 5 in Companies Law no. 31/1990, article 17. It provides that the approval of the change of destination of collective residential buildings, as stipulated by Law No. 196/2018 (on the establishment, organisation and functioning of the owners’ associations and the administration of condominiums, as subsequently amended and supplemented), is not necessary when the director declares, on own liability, that no activity is carried out at the headquarters.

Source: [Law no. 102/2020 for the amendment and completion of the Companies Law no. 31/1990, published in the Official Gazette no. 583 as of 2nd of July 2020 and entered into force on 5 July 2020]

The Takeaway

  • An individual or legal entity can be sole shareholder in several LLCs;
  • An LLC can have as sole shareholder another LLC held by a sole shareholder;
  • The headquarters of various companies can be registered at the same address, with neither the tax certificate regarding non-overlapping nor the non-overlapping own liability statement being required;
  • Approval for changing the destination of collective residential buildings is not be required if the director declares on own liability that no activity is performed at the headquarters. 

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