Implementation and scope
The Second Company Law Directive was transposed into Romanian legislation in a series of steps and through several enactments. The main implementation act was Law no 441/2006 for the amendment and supplementation of Law no 31/1990 regarding commercial companies (the “Companies Law”), republished, and of Law no 26/2990 regarding the trade registry (the “Trade Registry Law”), republished. The amendments brought by Directive 2006/68/EC of 6 September 2006 were transposed by Government Emergency Ordinance no 52/2008 for the amendment and supplementation of Law no 31/1990 regarding commercial companies, republished, and of Law no 26/2990 regarding the trade registry, republished, as approved through Law no 284/2008.
The scope of the Second Company Law Directive is limited to public limited liability companies (see no 1 of Chapter 1). In accordance with the Second Company Law Directive, the Romanian correspondent of a public limited liability company is the societatea pe actiuni (“SA”), a corporate form having in general the regime of a joint-stock company. Certain provisions of the Second Company Law Directive were transposed into the Companies Law as part of the general principles applicable to all types of commercial companies regulated thereby, respectively, societati in nume colectiv (“SNC”), societati in comandita simpla (“SCS”), societati in comandita pe actiuni (“SCA”) and societati cu raspundere limitata (“SRL”). A limited number of rules have also been extended to the cooperatie. Reference is made here to the general provisions regarding the incorporation of companies and the related incorporation formalities, provisions regarding the companies' articles of incorporation, changes in the companies' registered capital (i.e., increase, reduction of the capital), the dissolution, merger, split-off or liquidation of companies.