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ArticlesApril 22, 20240

Amendment of the articles of Incorporation

The articles of incorporation may be amended by a resolution of the general meeting or of the Board of Directors, respectively the management board, or by the decision of the court.

The authentic form of the amending instrument adopted by the shareholders is mandatory when it concerns:
• Increase of the share capital by subscription of a property, such as an immovable asset;
• Changing the legal form of the company into a general partnership or limited partnership;
• Increase of the share capital by public subscription.

After each amendment to the articles of incorporation, the administrators, respectively the management board, shall deposit with the trade register the amending instrument and the complete text of the articles of incorporation, updated with all amendments, which shall be recorded in the trade register based on the decision of the trade register officer.
Subsequently, the trade register office shall automatically forward the registered amending instrument and a notification of the deposit of the updated text of the articles of incorporation to the Official Gazette, to be published at the expense of the company.

The amending instrument of the articles of incorporation of a general partnership or limited partnership, in authentic form, shall be filed with the trade register office and shall be recorded in this register, without the obligation to publish it in the Official Gazette.

It is important to underline that changing the form of the company, extending its duration, or other amendments to the articles of incorporation of the company do not entail the creation of a new legal entity.

Private creditors of the shareholders of a general partnership, limited partnership, or limited liability company may oppose the resolution of the shareholders’ meeting to extend the duration of the company for the initially fixed term if they have rights established by a prior enforceable title before the resolution.
When the opposition has been upheld, the shareholders must decide, within one month from the date the resolution becomes final, whether to waive the extension or to exclude the debtor shareholder from the company.

In the latter case, the rights due to the debtor shareholder shall be calculated based on the last approved balance sheet.

For further information or any additional inquiries, please do not hesitate to contact us:

➡ Phone: (+4) 031 426 0745
📧 Email: office@grecupartners.ro

We are here to assist and provide legal support for all your needs. We look forward to discussing with you.

Bianca Dan – Attorney at Law

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