! NEWS – CAEN REV3 RECODIFICATION

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From January 1, 2025, CAEN Rev.3, an updated version of the Classification of Activities in the National Economy, came into force. This new version of CAEN is in line with the Nomenclature of activities used within the European Community – Rev.2.1 (implemented at European level from 01.01.2025),

This change means that companies, authorized natural persons (PFA), sole proprietorships (II) and family businesses (IF) have to update their object of activity according to the new classification in the following situations

  1. they only update the objects of activity and insert all the objects of activity corresponding to the new classification, without any other amendment to the company’s articles of association;
  2. they wish to make amendments to the company statutes and at the same time (obligatorily) to update the objects of activity
  3. if, in accordance with the new CAEN classification, the object of activity no longer corresponds to the purpose and type of activity of the company, as would result from the reclassification of the company, it is necessary to make amendments to the company’s articles of association concerning the company’s object of activity, even if no other amendments are adopted.

In view of the above, Legality.ro is at your disposal to provide you with the necessary support and consultancy services in order to align the company’s structure and/or documents with the new legislative reality.

 

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The main management structure of the company in Romania is the general meeting of associates / shareholders. The constitutive act establishes the rules for convening and adopting decisions and whether the exercise of the vote can be delegated by special mandate by the associate / shareholder who cannot take part in the meeting. In the limited liability company, each shareholder entitles the holder to one vote in the respective meeting. The general meeting of associates has the following main obligations: ✓ to approve the annual financial statement and to establish the distribution of the net profit. ✓ to appoint the administrators and the censors, to revoke / dismiss them and to discharge them, as well as to decide to contract the financial audit, when it is not obligatory, according to the law; ✓ to decide the pursuit of the administrators and censors for the damages caused to the company, designating also the person in charge to exercise it; ✓ to modify the constitutive act.
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The limited liability company is the most common form of company in Romania, being the legal entity that best serves the interests of investors both from the point of view of the reliability of the activity, and from the perspective of its management. The limited liability company is abbreviated "SRL" in Romania and is the equivalent of the American limited liability company Limited Liability Company (abbreviated to LLC) or the German economic structure "Gesellschaft mit beschränkter Haftung" (abbreviated to GmbH), or the structure called "limited" , the structure used in most Latin American states.
The limited liability company is characterized by:
✓ the character intuitu personae, which means that this economic structure is based on the trust between the associates;
✓ the division of the share capital into fractions called shares, which cannot be negotiable securities;
✓ the liability of the associates is limited to their contribution to the share capital.
The limited liability company may also have a single partner, natural or legal person, of Romanian or foreign nationality, who will be the owner of all shares. Instead, the maximum number of associates is 50 people.
At present, the Romanian law no longer conditions the subscription and payment of a certain amount as share capital.
Through registration, the company acquires legal personality, becoming, under the law, a collective subject of law. The conclusion given by the judge is sent, ex officio, to the Official Gazette of Romania for publication at the expense of the company and to the Financial Administration in whose territorial area is the main headquarters of the company for fiscal registration, mentioning the registration number in the Trade Register .

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