Legislative changes for joint-stock companies in Romania

Effective 6 December 2024, a series of amendments to the Companies Law 31/1990 will come into force, as introduced by Law 299/2024. These changes primarily aim to simplify the organisation and conduct of general shareholders’ meetings and to eliminate excessive formalities related to articles of association across all types of companies.

Key amendments applicable to joint-stock companies include:

1. Delegation of authority related to secondary offices. The authority to establish or deregister secondary offices can now be delegated to the board of directors or to the management board through a resolution of the general shareholders’ meeting, even if this delegation is not explicitly provided for in the company’s articles of association.
2. Remote participation in the shareholders’…