The minority associate of a limited liability company (Ltd), which owns less than 50% of the share capital, will have the right to withdraw from the company without needing the consent of the other associates. The current legislation does not envision this. The measure is contained in the so-called Ltd Reform that was presented in a press briefing by Minister of Economy Dumitru Alaiba, IPN reports.
According to the minister, the reform launched today envisions significant innovations in the legal framework, which will facilitate a number of procedures within the Ltd. The profit will be divided in a simpler way, as the associates will decide by common consent, regardless of the owned shareholding, not needing to have equal holdings as now.
It is also proposed instituting the corporate contract through which to encourage new investments. The creditors of the society will obtain an additional guarantee mechanism in case of business financing and loan granting. This way, the appearance of new possibilities of financing the businesses will be stimulated. This type of contract can be signed between associates or bertween associates and third parties.
The potential investors will have the right to obtain a detailed extract concerning the Ltd from the State Register, but only at the wish of the company, so as to verify the debts of these, the financial commitments, loans and other information.
The upper limit on the associates of an Ltd, which is now of 50 persons, will be excluded. Only one constitutive document will be provided and the State Register will be the main source of official information.
The associates will be allowed broader access to the documentation of the company, but these will be unable to abuse their right to information. The associate will also have the right to be represented by a manager. The electronic instruments could be used to keep the documents of companies, while the submission of documents for registration and the procedures within associates’ assemblies could take place remotely.
Dumitru Alaiba noted that by this reform they aim to modernize the legislation and to transpose the best European practices from the most pro-business counties of the EU and not only.
The bill was proposed for public consultations. The minister voiced hope that the reform will be accepted by Parliament by the end of the current session.
