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The acquisition by a joint-stock company of its own shares, also known as share buy-back, is permitted under Romanian law, as provided by Articles 103 – 109 of the Companies Law no. 31/1990 (“Companies Law”). The operation is, however, limited by certain conditions, based on reasons such as the goal to avoid speculation by the company on the price of its own shares or the difficulty to accept that the company can be, at the same time, a shareholder (being thus both debtor and creditor)[1].

The way in which resolutions are adopted in limited liability companies (“LLC”) with a sole shareholder who is a legal person, has given rise, in practice, to contradictory views, underscoring several relevant legal aspects. We will explore below some of these aspects.

In The Debrief, our Practice Leaders across CEE share updates on recent and upcoming legislation, consider the impact of recent court decisions, showcase landmark projects, and keep our readers apprised of the latest developments impacting their respective practice areas.

Startups are newly established companies usually founded by entrepreneurs who develop a product, service, or business model with the aim of solving a specific problem or addressing a gap in the market. These companies usually start with limited revenue, and they are looking after angel investors, venture capitalists or especially allocated funds for startups.

We have begun our analysis of how to calculate the five-calendar day period specified in Art. 10 para. (7) of the Emergency Ordinance 120/2021 on the management, operation and implementation of the national e-invoicing system RO e-Factura[1] (“GEO 120/2021”) in the context of the Ministry of Finance’s LinkedIn post of August 2024, namely:

The exclusion of shareholders has been seen over the years as a specific procedure aimed at safeguarding companies, in case of a serious breach of the legal and contractual obligations of the shareholders or in case of events with legal effects on some shareholders – resulting in the loss of the “unanimous” consent expressed as affectio societatis (consisting in the shareholders’ intention to cooperate in running the business to achieve and share the benefits).

As a preliminary overview, as of January 2023, applications for cancellation on absolute and relative grounds, as well as for revocation due to non-use of national trademarks and international trademarks designating Romania, can be brought before the Romanian State Office for Inventions and Trademarks (the “IPO”).

Romania’s economic landscape has shown both growth and resilience this year, driven mostly by public and private investments and domestic consumption. Popovici Nitu Stoica & Asociatii Managing Partner Florian Nitu, Nestor Nestor Diculescu Kingston Petersen Partner Gabriela Cacerea, and Tuca, Zbarcea & Asociatii Managing Partner Gabriel Zbarcea report on the pulse of the Romanian economy, focusing on key sectors, such as infrastructure, energy, IT, and automotive, that are leading this growth despite challenges like inflation, labor shortages, and geopolitical uncertainties.

On 17 May 2024, Law No. 127/2024 for the approval of Government Emergency Ordinance No. 5/2015 on Waste Electrical and Electronic Equipment (Law No. 127/2024) entered into force, after a laborious journey marked by extensive debates and negotiations, thus finalizing a legislative process that began in 2015.

In The Debrief, our Practice Leaders across CEE share updates on recent and upcoming legislation, consider the impact of recent court decisions, showcase landmark projects, and keep our readers apprised of the latest developments impacting their respective practice areas.

In The Debrief, our Practice Leaders across CEE share updates on recent and upcoming legislation, consider the impact of recent court decisions, showcase landmark projects, and keep our readers apprised of the latest developments impacting their respective practice areas.

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NNDKP at a Glance

Nestor Nestor Diculescu Kingston Petersen (NNDKP) is a promoter of business law in Romania with more than 30 years of experience, independently acknowledged as a pioneer of the Romanian legal market.

NNDKP offers full-service and integrated legal and tax advice to companies from diverse industry sectors. For the past three decades, NNDKP lawyers have assisted corporations, financial institutions, private equity funds and local entrepreneurs in landmark deals and projects in Romania, contributing to the evolution of the Romanian business environment, including in innovative and niche economic sectors.

NNDKP’s team brings together knowledgeable, talented and dedicated lawyers and tax advisors active in Romania, with an impressive track record that reflects a mix of industry insights, courtroom experience and practical business sense. Over 120 lawyers & tax & IP counsellors and 50+ business support professionals form one of the largest and most respected teams of independent professional services providers in Romania. We are on the ground where needed, working either from our headquarters in Bucharest or from our regional offices in Timisoara and Cluj-Napoca – major cities and important economic, academic and social hubs in Romania.

NNDKP provides assistance in virtually all areas of practice including Advertising, Banking & Finance, Capital Markets, Competition and State Aid, Consumer Protection, Corporate / M&A and Commercial, Data Protection, Dispute Resolution, Employment, Energy and Natural Resources, Environment, EU Law, Gaming, Immigration, Insurance and Private Pensions, Intellectual Property, Pharmaceuticals and Healthcare, Infrastructure, Public Procurement and PPP, Real Estate and Construction, Tax and Telecommunications and Media.

Along the years NNDKP has established strong connections with leading international law firms and high-profile professional networks. NNDKP represents Romania in the prestigious international professional alliances Lex Mundi, World Services Group, International Attorneys Club and is a founding member of SEE Legal.

The firm is constantly top ranked in all practice areas by the renowned international guides Chambers & Partners, Legal500 and IFLR 1000. NNDKP is a 6-time winner of the much-coveted “Romania Law Firm of the Year” award at the Chambers Europe Awards gala, in 2022, 2021, 2017, 2013, 2012 and 2009.

Firm’s website: www.nndkp.ro