The ordinance eliminates the requirement for an expert evaluation of the contribution in kind for new companies created through mergers or divisions, or in the case of capital increases by the absorbing company, as long as the merger/ division plan has been examined by an independent expert.
In certain cases, the company may announce the merger/ division plan on its own website, rather than in the Official Journal, while also informing third parties on the manner in which this will be done through a notice in the trade registry.
Drafting pre-merger/ division reports will be optional, provided the company publishes bi-yearly reports in accordance with the capital market’s legislation, and a report from the administrators, explaining the merger/ division plan, is not necessary if all shareholders vote the same way.
Under the new rules, a merger via the absorption of a company 90% owned by the parent company will be done through a simplified procedure, that does not require reports by administrators and independent experts (cutting costs and saving time), or informing the shareholders (the companies involved in the merger need not provide the shareholders with the merger plan, experts’ reports or financial statements).
The new rules also make it easier to inform the shareholders and associates about the merger/ division, as the documents are made available on the company’s website.
Last week, the European Commission said Romania and four other states have failed to comply with their obligation to implement simplified rules on mergers and divisions and requested the five countries take action to transpose an EU directive into their national legislations.
“The Commission has acted to ensure that five member states (Cyprus, Italy, Romania, Slovenia and Spain) comply with their obligation to implement simplified rules on mergers and divisions,” the EU’s executive body said in a statement.