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Amendments to Law no. 31/1990 as regards the merger and spin-off procedure

Law no. 193/2012, published in the Official Gazette no. 736/31.10.2012, provides alternatives regarding the drafting of the evaluation report for the contributions in kind brought to companies which are subject to a merger/spin-off procedure, as well as regards the publication of the merger/spin-off project.

The main amendments brought by the enactment are the following:

  • in case the merger or split-off project was examined by an independent expert, according to the provisions of the art. 2433 point (1)-(4) of the Law no. 31/1990, it is no longer necessary to draft an evaluation report of the assets brought as a contribution for the joint stock companies incorporated through a merger or spin-off to which there were brought in kind contributions;
  • the drafting of the evaluation report for the contributions in kind is no longer necessary as long as the merger or split-off project was examined by an independent expert, in case when the increase of the share capital is made through contributions in kind, in view of a merger or a split-off and, as the case may be, for the payment in cash to the shareholders of the company which is absorbed or split-off.
  • the merger or split-off project must be signed by the representatives of the participating companies and must be submitted to the trade registry office whereby each of the companies is registered, together with a statement of the company that will cease to exist as regards the payment of its liabilities, as well as together with a statement regarding the publication method of the merger or split-off project;
  • the merger or split-off project can be also published on the company’s web site, as an alternative to the publication within the Official Gazette, in case the company owns a web site page, during a  continuous period of at least one month before the extraordinary general assembly that shall decide in respect of the merger/split-off;
  • the creditors of companies which are subject to the merger/split-off procedure can obtain adequate guarantees for their certain and liquid receivables, which are prior to the publication date of the merger and split-off project, by filing an opposition within 30 days since the date of the publication (the new enactment also provides certain amendments inclusively in respect of the settlement of the opposition procedure).
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