The Civil Procedure Code, as well as Law No. 76/2012 for the application of Law No. 134/2010 on the Civil Procedure Code (“Application Law of Civil Procedure Code”) shall enter into force on 1 February 2013 instead of 1 September 2012 as initially expected.

The entry into force of the New Civil Procedure Code and the Application Law of the Civil Procedure Code will have an impact on other legislations or regulations in terms of procedures and terminology. One such legislation is Law No. 31/1990 or the Companies Law.

Law No. 31/1990 – Amendment

Pursuant to Law No. 76/2012 and the New Civil Code, the term “Commercial” as used in the names of Romanian companies shall be removed. In addition, the title Law No. 31/1990 shall be changed into Societies Act No. 31/1990.

As per Article 79 of the Application Law of the Civil Procedure Code, the term “Commercial Company” (RO – “Societate Comerciala”) will be replaced in the name of a company with the term “Company” (RO – “Societate”).

This new terminology will apply to all types of companies regulated by Law No. 31/1990 (e.g. joint stock companies, limited liability companies etc.) which include the prefix S.C. in their names.

Implementation of this provision implies a change in the company’s Articles of Association to be carried out within 2 years of the law’s entry into force.

All companies must change their denomination by 1 February 2015, by registering the changes in their Articles of Association with the competent Trade Registry. The Trade Registry shall not charge any fee for such registrations.

E.Platis, C.Bazilescu LLLP, the associated law firm of Ernst & Young in Romania, offers assistance in the registration of said amendments with the Trade Registry.

By Venkatesh Srinivasan, Partner – Head of Tax and Legal, Ernst & Young Romania

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