The amendment to the Law on trade companies

On 4th of October 2010 the Official Gazette. 674/04.10.2010 published The Government Emergency Ordinance no. 90/2010 which concludes a series of amendments to Law no. 31/1990. This normative act brings important legislative changes to the operation of companies restructure through merger and division. The new regulations and procedures are applicable to operations in progress, but only when the merger / division plan  is to be published in the Official Gazette in accordance with the law, after the coming into force of GEO no. 90/2010, respectively  after the  4th of October 2010.

Here are the most important aspects regarding the reorganization procedure that were introduced by GEO no. 90/2010:

  • The conditions in which an opposition to the merger / division operation may be issued were aggravated, in the sense that creditors can only oppose to the operation if they detain a foul and liquid claim that was established before the publication project.
  • the new regulation provide a claim insurance system during the merger/division operation, which determines the rejection of the  opposition made by the creditors who during the procedure have refused a proposal of an insurance of the claim made by the debtor.
  • Under the new regulations opposition to the merger / division cannot determine the suspension of the operation any longer neither in national  mergers/divisions, nor in cross-border merger;
  • The term in which the General Assembly of the participating companies may adopt a decision on the merger/division was extended.