Modifications regarding the Fiscal code
Starting from August 1st 2010 the Registry of intra-communitarian operators is introduced; in this registry all taxable persons who carry out intra-communitarian operations must be registered, by intra-communitarian operations meaning intra-communitarian acquisitions or supply of goods but also intra-communitarian services. (more information related to the registration in the Register for intra-communitarian operators is available in document “2010.06.25 Register for intra-communitarian operators”)
For certain categories of goods, in the case of their shipment within Romania, between persons registered as VAT payers a reversal taxation shall be applied. The products for which these tax simplification measures are applied are the following: cereals, technical plants, vegetables, fruits, meat, sugar, flour, bread and bakery products; the classification of these products shall be decided by A.N.A.F. Order. This modification shall come into force starting with the 10th day following the communication by the European Union Council of the derogation approval for the application of these provisions and shall be in force until December 31st 2011.
Modifications regarding the Fiscal procedure code
Other persons who are solidary with the debtor have been included for the payment obligations of the debtor declared insolvable among which: administrators, associations, shareholders and also other persons.
Thus, solidary payment of due obligations by the insolvable debtor shall be suffered by persons (e.g. administrators, shareholders and other persons) who in bad faith have:
obtained assets from the debtor causing their insolvability – until now, these provisions were applied only for the cases where assets were obtained in the last 3 years previous to the declaration of insolvability;
sold or hidden under any form the assets of the debtor causing their insolvability;
caused the failure to declare and / or pay on time their fiscal obligations;
caused the return / reimbursement of certain undue amounts from the budget – the intention is to thus sanction the actions which lead to the collection or amounts from the budget without a return or reimbursement right.
The administrators who during their office did not fulfil the obligation to start the insolvency procedure, shall also respond in solidarity with the debtor
The legal person shall respond in solidarity with the insolvable or insolvent debtor if they, directly or indirectly, control, are controlled or are under common control with the debtor and if at least one of the following conditions is met:
they earn the property right over certain tangible assets from the debtor, and the accountancy value of these assets represents at least half the accountancy value of all tangible assets of the debtor;
they have/have had contractual trading relations with clients and/or suppliers, other than the utility ones, who have had or have contractual relations with the debtor in a proportion of at least half the total value of transactions;
they have/have had relations of labour of civil service performance with at least half the employees or service providers of the debtor.
By control we mean the majority of voting rights, either in the general associate assembly, or the administration board, and by indirect control we mean the activity by which a person has control over one or several persons.
Also, the following persons shall respond in solidarity with the debtor:
associates from non-legal person associations, including members of family enterprises for fiscal obligations declared together with legal representatives who in bad faith have caused the failure to declare/pay fiscal obligations on time;
third parties sequestered (usually banks) for the amounts which were stolen from layoffs.
Modifications regarding the company law
Supplementary conditions were introduced regarding the transmission of shares held in a limited company. Thus, for the transfer of shares to persons outside the company, the decision of the administrator assembly must be submitted to the Trade Registry within 15 days after which it will be published in the Official Gazette. O.N.R.C. shall transmit electronically this decision to A.N.A.F. and the general public finance departments so that any persons prejudiced by this act may formulate an objection request for the repair of the prejudice caused or, as the case may be, to attract the civil liability of the associate who intends to renounce their shares. In the absence of an opposition, the transfer of shares shall be operated after 30 days since the publication of the associate assembly decision in the Official Gazette.
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