The quality of micro-enterprise belonging to the debutant entrepreneur is lost by the effect of the law "on December 31 of the year in which 3 years have passed since the date of registration"
Limited liability company belonging to the entrepreneurs of new entrants (limited liability company D), which was established in the year 2011, and they've lost it, as of December 31, 2014, the privileges granted by the Government emergency Ordinance no. 6/2011 in order to stimulate the creation and development of micro-enterprises to emerging entrepreneurs the first time in the business.
Micro-enterprises, established in the year of 2011, regardless of whether they were true or not for 3 years from the date of registration in the commercial register, shall be required to comply with the formalities related to the entry of legit, as a result of the loss of this capacity.
The legal framework requires the completion of formalities relating to the change of the company's company's
If until December 31, 2014, the companies belonging to the beginning entrepreneurs were obliged to comply with the criteria according to which the company had the structure "Name" + "SRL-D", now the companies are obliged to give up the phrase "company with limited liability - debutant" or to the acronym "SRL - D" to replace with the phrase "limited liability company" or the acronym "SRL", so that the company reflects the termination of the entrepreneur's status as a debutant.
The requirement for the change of the company should be carried out by entrepreneurs, up-to-date for the 14th of February, 2015, the date on which it reaches the statutory period of 45 days from the date of the loss, according to the law, the quality of the entrepreneur-and-comer.
All the entrepreneurs are required to follow, related to the change in the company's.
Failure to comply with these procedures, the time limit of 45 days for the change in the law, the legal status, can lead to declaration of the invalidity of the company by the Court, of its own motion or at the request of any interested party, including the trade register.
The penalty was declared void for failure to comply with the procedure above mentioned does not expressly provided for by the ORDINANCE no. 6/2011. Directive no. 68/151/EEC, Section III of the European Commission, which set up a special arrangement of the scrubs in the field of business law, including the causes for the declaration of invalidity of the company the absence of a name in its articles of association. Article 56, paragraph f) take the lead on this case for a declaration of invalidity, and the next in English.
In my opinion, even though the articles of incorporation of any of the SRL-D is registered in 2011, also provides the name of the company, with effect from the 14th of February, 2015, with the right of the company to use the name followed by the words ”limited liability company – junior”, or the abbreviation ”LTD.” IS terminated, so that the non-compliance with requirements relating to a change of the company so as to reflect the new legal status of the society, and it can lead to declaration of the invalidity.
More than 3,200 of the micro-enterprises LLC D, set up in 2011 to acquire the ability to use the alternatives in relation to the operation of the company
If, in the view of setting up as well as the duration of the operation, in accordance with the provisions of the ORDINANCE no. 6 / 2011, in order to preserve the quality of the company belonging to the developer of young entrepreneurs has been placed on the degree of ”misconduct” in relation to the organisation and functioning of the company, upon termination of the LLC MISS, and now the rigors of being removed.
On 1 January 2015, and the subsequent formalities are completed subsequent to the conversion of the LLC, D company, companies established in 2011, according to the ORDINANCE no. 6 / 2011 to may, to the extent that it does not conflict with its obligations under the contract of finance, signed in the capacity of the SRL-D is to make use of the following in relation to the operation of the company:
The expansion of the field of activity
As of January 1, 2015, the limited liability company is a junior, he can diversify by including in the memorandum and articles, as the case may, upon satisfaction of the conditions to the venue (permit / change of legal form, capital adequacy, etc.), and the actual deployment of the new business.
According to thesis I of art. 3 paragraph (1) lit. e) from GEO no. 6 / 2011, on the date of establishment, SRL-D "has in its object of activity no more than 5 activity groups provided by the classification of activities in the national economy in force (CAEN Rev. 2)."
As of December 31, 2014, and opens to expand the business, adding a new activity that even though you could have run, but he had to be restrained as a result of the limitations set by law.
Of course, with the de jure termination, through the effect of the law, of the company status belonging to a beginner entrepreneur, the law allows the inclusion in the object of activity of those activities prohibited until now to the category of which the company was a part, of course after the fulfillment of the legal conditions for carrying out ( obtaining the necessary authorizations, changing the legal form, capital adequacy, etc.), article 3 para. (1) lit. e), thesis II: "In the 5 activity groups, the following cannot be included as objects of activity of the company: financial intermediation and insurance, real estate transactions, gambling and betting activities, production or marketing of armaments, ammunition, explosives, tobacco, alcohol, substances under national control, plants, narcotic and psychotropic substances and preparations, as well as activities excluded by European rules for which state aid cannot be granted." no longer applying to society.
The rights of the administration, (e) any other persons, except for the association
As the entrepreneurs of new entrants to the 2011 is a well known fact that the management of the company required to be kept by the associate's rookie of the unique times of one of the associates of the new yet to the license, and throughout the întreagii duration of operation of the society in the form opens, with effect from 1 January 2015, this requirement has been removed.
Consequently, the management of the company can now also be entrusted to a person who does not necessarily have the status of associate, be it a natural or legal person, under Romanian law or under foreign law, provided that this person meets all the conditions provided by law for holding the status of administrator (details in relation to the conditions regarding holding the capacity of administrator of an LLC) .
The hiring of a new associate, and divestment of shares
Although it is permitted, according to the legal framework for the establishment and operation of a limited liability company, belonging to the entrepreneurship of young people are co-opting of new associates through a variety of means (the assignment of the shares to people outside of the company or increase of share capital by the contributions of third parties) act was the subject of a person in the future, the new partner. In this regard, the participation of the charter capital of an LLC, will it be subject to the same requirements, and the founder / fonadatorii, they were bound to meet.
Thus, the association of a limited liability company – comer, in addition to fulfilling the conditions provided for by law for the holding of the quality of the associate, in the context of an LLC, would be required to comply with the two conditions, namely:
- prior to the date of registration of the company in the commercial register must not be detained, and I don't have the quality of a shareholder in or member of that undertaking established in the European Economic Area;
- must have, for the first time, the quality of the partner of a limited liability company in accordance with the Law no. The law no. 31/1990 on companies, republished, with subsequent modifications and completions, and GEO. 6 / 2011.
The hiring of a new associate with no restrictions, or disposal of shares by a person who does not have the quality of the entrepreneurs, apprentices shall be permitted, with effect from January 1, 2015, the company set up in 2011, pursuant to ORDINANCE no. 6 / 2011.
It is important to note that, in compliance with the formalities related to the change of the company, as well as any other conditions subsequent to the companies established in the form of a micro-enterprise, belonging to the entrepreneurs bragging rights, shall not be applicable to tax exemption on the registration of the particulars in the register.
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