Some useful considerations regarding the obligations of associates and administrators of limited liability companies, in collective name and in simple limited partnership, as the case may be.
In addition to the changes brought by Law 223/2020 regarding the minimum value of the share capital of a limited liability company, namely the decrease in the value of the minimum mandatory share capital from the value of 200 lei to the value of 1 lei, starting on November 26, 2022 new changes are in force, this time regarding the payment of the amount that the associates have undertaken to bring into the company as social capital.
If, starting from November 2020, it was no longer necessary to present proof of the payment of the share capital upon the establishment of the limited liability company, and the company could start commercial operations at a later date, without being constrained by any legal obligation to pay the share capital for an indefinite period, starting from November 26, 2022, the associates have a period of 3 months from the establishment of the company in which they must pay 30% of the value of the subscribed capital.
Although the establishment of the limited liability company largely preserves the previous procedure, i.e. proof of payment of the share capital is not requested, nevertheless the commercial operations of the company are conditioned by the payment by the associates of a percentage of 30% of the share capital, and the difference of subscribed share capital will be paid:
a) for the cash contribution, within 12 months from the date of registration;
b) for the contribution in kind, within no more than 2 years from the date of registration.
Sanctions for failure to fulfill this legal obligation are of two types:
1. Regarding the company for which the condition of paying the share capital was not respected, any interested person, as well as the trade registry office, can ask the court to declare the registration null and void. Nullity cannot be declared if the cause of it, invoked in the request for annulment, has been removed before conclusions on the merits are made at the court.
The declaration of the company’s nullity does not affect the documents concluded in its name.
2. Attracting the responsibility of the administrator who starts operations on behalf of a limited liability company before the full payment of the social capital has been made.