This week's legislative news are briefly presented in the entrepreneurial chronicle presented by SMART BILL :

1. The legislative provisions regarding the calculation of the local tax on non-residential buildings have undergone changes, brought by Law 252/2022.

Currently, if the natural person (owner) does not submit an assessment report once every 5 years, a much higher tax rate will be applied, of 2%, compared to the version in which he submits the report - of 0.2%-1.3% . According to the new provisions, it will not be possible to apply the increased rate of 2% if the tax body does not previously notify the taxpayer regarding the submission of the evaluation report.

Similarly, currently, for non-residential buildings owned or held by legal entities, the building tax is calculated by applying a rate between 0.2% - 1.3% inclusive, on the taxable value of the building. Until the amendment brought by Law 252, if the owner of the building has not updated the taxable value in the last 5 years prior to the reference year, the rate of tax/tax on buildings is 5%. 

According to the new regulations, if the owner of the building has not updated the taxable value in the last 5 years prior to the reference year, the rate of tax/tax on buildings is 5%, provided that the owner of the building has been notified by the competent fiscal body about the possibility submission of the evaluation report. The notification is communicated to the owner of the building by publishing it in the virtual private space or by post, in the case of taxpayers who are not enrolled in the virtual private space.

2. Regarding the SRL and PFA legislation, we have some changes brought by Law 265/2022 regarding the trade register and for the modification and completion of other normative acts with the incident on the registration in the trade register.

This law regulates:

  • the registration procedure in the trade register based on the control of the trade register registrar or, as the case may be, based on the court decision
  • the status of the trade registry registrar
  • the way of organization and operation of the ONRC and the offices of the trade register

Some of the changes brought by the law are:

  • the constitutive act can be drawn up online, by completing a standard form, with predefined options, which will be available on the ONRC website; the form-type constitutive act or, as the case may be, the individualized one, is signed by all the founders or their representatives with a qualified electronic signature;
  • the registration requests and the documents submitted in support of them drawn up by lawyers or notaries public can be signed by them with a qualified electronic signature and can be transmitted by electronic means;
  • registration certificates and ascertaining certificates may also be issued in electronic format signed with the qualified electronic signature/qualified electronic seal.

Regarding SRL-s, Law 265/2022 brings the following changes to Law 31/1990 (law on commercial companies):

  • by signing the constitutive act, the founders assume responsibility for fulfilling the conditions to found a company, a clause to this effect being provided in the constitutive act
  • some changes are made regarding the content of the constitutive act for companies in collective name, in simple limited partnership or with limited liability. It will have to contain the method of adopting the decisions of the general assembly of associates, with the vote of all associates, in case, due to the parity of participation in the social capital, an absolute majority cannot be established and, as the case may be, where the law provides, the dates of identification of the real beneficiaries and the ways in which control over the company is exercised

Also, regarding the constitutive act of the joint-stock company or limited liability company, the provision is introduced that it must contain: the type of company, respectively closed or open, as well as any restriction regarding the transfer of shares and, as the case may be , the identification data of the real beneficiaries and the ways in which the control over the company is exercised.

It is clarified what are the identification data of the founders, the people who bring contributions in kind to the establishment and the real beneficiaries as follows:

  1. for individuals - name, surname, personal numerical code and, if applicable, its equivalent, according to the applicable national legislation, place and date of birth, domicile/residence and citizenship, identity document/passport, series, number, issuer, date of issue, period of validity
  2. for legal entities - company, headquarters, nationality, order number in the trade register and/or the unique registration code, the unique identifier at European level, according to the applicable national law

New provisions regarding the payment of share capital to SRL

The limited liability company will have to pay 30% from the amount of the subscribed capital not later than 3 months from the date of registration, but before starting operations in the name of the company, and the difference in the subscribed capital will be paid:

  1. for the cash contribution, within 12 months from the date of registration
  2. for the contribution in kind, within no more than 2 years from the date of registration

The provision is also introduced that, in order for the appointment of an administrator, director, or a member of the directorate or of the supervisory board to be valid from a legal point of view, the appointed person must expressly accept it.

Provisions relating to the PFA

Law 265 makes some changes to Emergency Ordinance no. no. 44/2008 regarding the development of economic activities by authorized natural persons, individual enterprises and family enterprises.

The provision that by signing the application for registration in the trade register/incorporation agreement, natural persons applying for registration as an authorized natural person, individual enterprise, family enterprise assume responsibility that they are not incapable and that they have not been denied by a final court decision the right to exercise the capacity by the authorized natural person, owner of the individual company, member of the family business, as a complementary punishment of the conviction for crimes against the patrimony through breach of trust, crimes of corruption, embezzlement, crimes of falsification of records, tax evasion, crimes provided by Law no. 129/2019 for the prevention and combating of money laundering and the financing of terrorism, as well as for the modification and completion of some normative acts, with subsequent modifications and additions, in the application for registration/constitution agreement, a clause to this effect being provided.

The temporary interruption of the activity of an authorized natural person, individual enterprises or family enterprises cannot exceed 3 years from the date of entry in the trade register and notification to the tax authorities. The resumption of activity is registered in the trade register.

This law enters into force 4 months after the date of publication in the MOF, respectively starting on November 26, 2022.

3. A new addition to The pension law was introduced by Law 258/2022. Thus, the list of polluted localities for which certain people can benefit from the retirement age reduction is being updated. More specifically, people who have lived for at least 30 years in areas affected by residual pollution due to the extraction, preparation and burning of coal or bituminous shale, the extraction and preparation of uranium ores, the extraction and processing of ferrous and non-ferrous ores with dust or emissions of greenhouse gases, ammonia and derivatives, copper, lead, sulphur, nitrogen, phosphorus, cadmium, arsenic, zinc, manganese, fluorine, chlorine, feldspar and silicon or radiation from radioactive ores, hydrogen sulphide, trivalent chromium, hexavalent chromium, cyanides, of metal powders and/or metallurgical coke, of sulphurous crude oil processing, gasoline desulphurisation, of paraffinic and non-paraffinic crude oil, of crude oil distillation for the production of fuel and oils, within a radius of 8 km around the locality where the contaminated site is located, benefits from the reduction of the standard retirement age by 2 years without penalty.

4. A new project recently registered in the Senate for debate provides for the inclusion of members of family businesses in the list of people who benefit from health insurance without paying the contribution.

The family enterprise is the economic enterprise, without legal personality, organized by the members of a family. Currently, the members of a family business are income tax payers. More precisely, each of the members of an FI has, according to the constitution agreement, a share within it, so that a member will owe the state, proportional to his participation, taxes and fees on the income obtained. In the situation where a member of an FI estimates that he obtains incomes that reach, in a given year, a ceiling of 12 minimum gross salaries per country, he owes the state, according to the law, the pension contribution (CAS), in the share of 25%, and the health contribution (CASS), in the amount of 10%. Through the legislative proposal, the exemption from the CASS payment for IF members is sought, but also the inclusion in the category of people who benefit from insurance, without paying the contribution.

5. The accounting reporting system as of June 30, 2022 of economic operators applies to entities subject to the accounting regulations approved by OMFP no. 1.802/2014, with subsequent amendments and additions, and the Accounting Regulations in accordance with the International Financial Reporting Standards, approved by OMFP no. 2,844/2016, with subsequent amendments and additions and which in the previous financial year recorded a net turnover higher than the equivalent in lei of 1,000,000 euros. The deadline for submitting half-yearly accounting reports is August 16, 2022.

6. Starting with July 2022, according to Order no. 384/01.07.2022 of the President of the National Public Pension House, the procedure for issuing A1 portable documents has been simplified.

The application form that will be addressed to the International Relations Directorate can be downloaded from CNPP portal.

7. The Ministry of Finance published on July 26, 2022 a legislative project to amend the accounting regulations (O 1802/2014), in order to transpose a directive into national legislation. The main provision of the directive refers to multinational groups and, as the case may be, certain autonomous entities, which should provide the public with a report on corporate tax information when they exceed a certain level of net turnover/income during the second consecutive financial year, depending on the consolidated income of the group or the income of the autonomous entity. 

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