Legal News by BBW LAW, February 2025

Tue | 25.02.2025

Legal

Legal News – Update companies’ activities. Approval financial statement

1. Obligation to update the companies’ activities

Starting from January 1, 2025, the obligation to update business activities classified under NACE codes (CAEN codes in Romanian) in accordance with NACE Rev. 3 has come into effect. This obligation is established by INS Order No. 377/2024, while the update procedure is regulated by Order No. 2938/C/2024.

Key provisions:

As of January 1, 2025, all companies applying for incorporations in the Trade Register must register their business activities according to NACE Rev. 3.
The obligation to update the business activity in accordance with the new classification applies to all companies, authorized natural persons (PFA), individual enterprises, and family enterprises.
Existing companies may update their business activity classification either separately or alongside other modifications submitted to the Trade Register.
There is no deadline set for updating the business activity classification according to NACE Rev. 3.
For companies that do not have other modifications to their business activity classification, the update is done by submitting a registration application to the Trade Register without any additional documents, except for the proof of power of attorney, if applicable.

BBW LAW l BORA BANU van de WAART recommendation is that the update of NACE codes in accordance with NACE Rev. 3 should be carried out separately from other corporate modifications to avoid delays and complications that may arise during the registration process in the Trade Register.

The Trade Register will issue a new registration certificate free of charge once the update is processed.

Certificates and authorizations issued before January 1, 2025, will remain valid until the NACE codes are updated in accordance with the new regulations.

2. Preparation, Approval and Submission of Annual Financial Statements – Key Steps and Regulatory Updates

I. Preparation and Approval of Annual Financial Statements

The approval of annual financial statements is an essential process for any company and involves several mandatory steps:

Preparation of Financial Statements – The company’s accountant or financial director prepares the relevant financial documents, including the balance sheet, profit and loss account, and explanatory notes.
Review, Validation and Approval for submission to the Company’s General Meeting of Shareholders/ sole shareholder – The financial statements are reviewed and validated by the company’s management and, where applicable, by censors or financial auditors ;
Approval by the General Meeting of Shareholders / sole shareholder – Within the General Meeting of Shareholders, the following are approved:
The annual financial statements;
The discharge of the Directors/members of the Company’s Board of Directors for the completed financial year, thus confirming that their activities have been carried out in accordance with legal and statutory obligations, if the case ;
The Company’s revenue and expense budget for the following financial year;

II. Submission of Annual Financial Statements – Deadlines and Regulatory Updates

The Accounting Law No. 82/1991 has been amended by OUG no. 138/2024, introducing changes regarding the preparation and submission of annual financial statements.

Key Changes:

The obligation to prepare the trial balance on a monthly basis is introduced;
The annual financial statements and accounting can be signed, in addition to the legal representative, the economic director or the chief accountant, also by authorized persons, but only if they have the status of employee;
Deadlines for submitting the Financial Statements:
May 31 – for companies regulated by the Companies Law No. 31/1990, national companies, autonomous administrations, national research and development institutes, and branch offices without legal personality belonging to foreign entities;
April 30 – for all other legal entities;
150 calendar days from the end of the selected financial year – for companies regulated by the Companies Law No. 31/1990, national companies, autonomous administrations, national research and development institutes, and branch offices without legal personality belonging to foreign entities that have opted for a financial year different from the calendar year;
120 calendar days from the end of the selected financial year – for all other legal entities that have opted for a financial year different from the calendar year;
If the deadline falls on a non-working day, submission must be made on the next working day.

BBW LAW l BORA BANU van de WAART can assist you with all legal formalities related to the Trade Register, including updating the company’s activity, approving the financial statements, and, if applicable, registering the relevant decisions.

Disclaimer: The information provided herein is in no way exhaustive and does not, and is not intended to, constitute legal advice. Readers of this Article should contact their attorney to obtain advice with respect to any particular legal matter.

This article is provided by our Legal Partner BBW LAW l BORA BANU van de WAART.

Share this on: