So, according to the new provisions, the transfer of 50% of shares in a company, performed in 12 month period since the company’s founding date, can be achieved and is opposable only after the tax inspection carried out by the specialized bodies within the National Agency of Tax Administration, tax inspection that will be made within maximum 30 days.
These provisions will be included in a new article, namely Article 202, paragraph (25), as follows:
“Transferring, in the first 12 months since the incorporation of a company of at least 50% of the shares to one or more persons can be made and becomes opposable to third parties, only after a tax inspection carried out by specialized bodies within the National Agency of Tax Administration. This will be done in less than 30 days. “
This change comes in the context in which, according to the Explanatory Note of the Proposal, preventing and reducing the tax evasion is the goal toward which the authorities aim. Specifically, at the transfer of shares, the tax inspection is necessary because, currently, although according to the statement filed by shareholders at the Trade Register, at the date of the assignment, they do not appear with debt to the consolidated state budget, later, within the tax inspection conducted by the National Agency of Tax Administration, were found acts of tax evasion.
Currently, the provisions of Company Law No. 31/1990, establishes two procedures for carrying out the transfer of shares, which differ depending on the quality of the person taking over the shares, respectively if it is a third party or an associate of the company.
If the transfer of shares is made between associates, the registration procedure with the Trade Register will be of 5 days since the submission of the files, which will consist of the Resolution of the General Meeting of Shareholders, Assignment Agreement, updated Articles of Association, and the application for registration of the Trade Registry.
If the assignment is made to a third party, the registration procedure takes about 60 days, and will be done in two stages. The first step involves publishing in the Official Gazette the Resolution of the General Meeting of Shareholders, in order for the creditors to submit opposition to the assignment, within 30 days from the date of publication, and the second step involves the submission of the rest of the documents needed, and, necessarily, submitting a statement of the new person who enters the company, stating that he fulfills the necessary conditions to be an associate in a company.
The law Proposal on amending and supplementing Law no. 31/1990 was only approved by the Senate, which is the first Chamber notified. In order to apply, the document should obtain the final vote of the Chamber of Deputies and then it must be sent to be promulgated by the President and then published in the Official Gazette.