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Although its stability over time represents the essence of the Romanian Constitution (the “Constitution”) and of any constitution, such fundamental law within the Romanian legal system should at the same time, at any moment, represent both a frame of reference for the Romanian social, political and economical life and a reflection of such. Given the accelerated changes within the society, in order for the Constitution to be brought in line with the overall social, political and economical evolution and perspectives, a procedure for its revision and also the limitations in what regards the possibility for the Constitution to be revised are established by this fundamental law itself. .
The absence of a contract regulating the duration and termination of a distribution relationship does not necessarily entitle a party to abruptly terminate the agreement without facing financial exposure to the other party. In particular, a reasonable notice period should be given to allow the other party to adapt its business operations.
After the New Civil Code entered into force on October 1, 2011, significant amendments were brought to the legal framework regulating the guarantees’ field, either by effective legislative changes to the existing institutions or by introduction of new types of guarantees. The New Civil Code also changed the terminology in the field (e.g. “mortgage” designates both securities over real estate and movable assets, while “pledge” is now referring only to a security interest with dispossession).
Author: Monia Dobrescu, Partner Musat & Asociatii
Author: Alina Popescu, Partner Musat & Asociatii
The Romanian Government has adopted Emergency Ordinance no. 2/2012, published in the Official Gazette no. 143 of March 2, 2012, amending and supplementing the Companies Act.
Economic Background: Romania badly needs to improve the absorption rate of EU funds as according to public information, by June the 24th, 2011, Romania received from Brussels, for implementing EU-funded projects, approximately € 650mn, i.e. roughly 3% of the overall € 20bn allocated for the six years following accession (i.e. 2007 - 2013). Currently, the National Authority for Public Procurement Regulation and Monitoring has been working on preparing the legal requirements to govern public procurements under EU-funded projects.
In the first quarter of 2011, the complaints against public procurement procedures admitted by the National Council for Solving Complaints worth approximately LEI 10.4bn (EUR 2.49bn.); a total of 3,030 decisions were issued during the aforesaid period of time, out of which 2,102 (70%) were rejected; moreover, out of the 928 decisions that were admitted, 712 ordered remedies to the award procedures, and the remaining ones ordered award procedure cancellations.
The Government amended the legal framework governing PPPs, previously regulated by the Law on Public and Private Partnerships no. 178/2010 (as amended by Government Emergency Ordinance no. 86/2011) and by the Rules for the Application of Law no. 187/2010, passed by Government Decision no. 1239/2010 (which was also amended by Government Decision no. 1000/2011); however, no PPP projects were implemented in 2011.
As of 1 October 2011 the New Civil Code approved under Law no. 287/2009, as amended, will enter into force. The New Civil Code brings major amendments to contractual law in general, including to the legal regime of lease agreements.
companies and the company's seat
From 6 February 2012, the National Trade Registry and the National Agency for Fiscal Administration issued new rules meant to facilitate formalities associated with company incorporation and changing a company’s registered seat in Romania.
Cornel Popa, Partner Tuca Zbârcea & Asociatii
Cristian Radu, Managing Associate Tuca Zbârcea & Asociatii
Business activities in Romania may be carried out as a rule by companies (which may be owned without any restrictions by Romanian or foreign shareholders) or by other forms of business organizations such as authorized individuals, individual undertakings or family undertakings within the framework set out in the Companies Law No. 31/1990 (the Companies Law) and the Government Emergency Ordinance No. 44/2008 on the performance of business activities by authorized individuals, individual undertakings and family undertakings (GEO 44/2008).
Serban Pâslaru, Partner Tuca Zbârcea & Asociatii
Vlad Cercel, Managing Associate Tuca Zbârcea & Asociatii
Public procurement, concessions and public-private partnerships in Romania are regulated by a set of enactments which set forth the legal framework within which co-operation between the public sector and the private sector may be established with a view to developing public projects with the involvement of the private sector.
Robert Roşu, Partner Tuca Zbârcea & Asociatii
The basis of the modern judicial system in Romania is laid out in the Civil Code, Criminal Code, Civil Procedure Code and Criminal Procedure Code, originally drawn up under the Romanian ruler Alexandru Ioan Cuza in 1864 in order to reflect the realities of a rapidly evolving society in Romania at that time.
Christina Vlădescu, Partner Tuca Zbârcea & Asociatii
A substantial change brought about by the New Civil Code of Romania (NCC), with a potential impact on future case law, is the codification of legal doctrine and case law on the concept of abuse of rights.
Cristian Radu, Managing Associate Tuca Zbârcea & Asociatii
The Romanian government recently passed Government Decision No. 823/2011 which amends and supplements the functioning of Government Emergency Ordinance No. 77/2009 on the organisation of gambling activities - the primary piece of legislation for the sector. This new enactment had a particular focus on the online gambling market and has introduced, for the first time, conditions for the licensing of online gambling operators and for the organisation of online gambling activities
A Romanian subsidiary of Canadian construction company Canam has settled its long running dispute with two
local businesses over the building of an office block in Bucharest.
Pursuant to the Romanian Company Law ("RCL"), the transfer of shares in a limited liability company ("LLC") towards a person not holding the quality of shareholder in the respective LLC has to be approved by the shareholders representing at least 75% of the share capital.
New provisions on merger and spin-off processes
Legal Framework Government Emergency Ordinance no. 34 of 2006 on the Award of Public Contracts, Public Works Concession Contracts and Services Concession Contracts (“GEO 34”) implements the main provisions of the relevant EU Directives with regard to the public procurement.
Read the cover article “Judicial Reorganization – the Solution for a Current Problem”, with an interesting comparison between reorganization under Romanian legislation and in other jurisdictions. The March issue of our legal newsletter “News in Laws” also provides you with recent legal updates in the Romanian legislation.
The November issue of our monthly publication “News in Laws” is now available for download, covering the legal updates of the previous month and an in-depth cover article written by our specialized lawyers following recent amendments to the legislation regulating public procurement in Romania (Public Procurement – Steering towards More Flexible Regulations?). newsletter_november
At the beginning of every season Voicu & Filipescu releases a specialized newsletter on Corporate, Mergers & Acquisitions. Besides outlining the legislative developments of the previous trimester, the firm’s newsletter also comprises a cover article on a legal matter of interest to the business environment. Read our 2008 spring issue, including “The Company Law is Amended Again!”, a thorough analysis drawn up by the firm’s lawyers.
M&A Activity in Romania has surged in the last few years primarily due to strong foreign direct investment.