IMM Romania rejects the introduction of the obligation of notarization or lawyer certification of shareholders' decisions of commercial companies, obliging these companies to pay difficult-to-quantify amounts, which any lawyer or notary is free to request, according to a release sent on Tuesday to Agerpres.
"Legislative proposal L339/2025 for the amendment of Companies Law no. 31/1990, Law no. 51/1995 for the organization and exercise of the legal profession and Ordinance no. 26/2000 on associations and foundations, submitted to the Senate, causes serious damage to the business milieu by introducing new compliance obligations and additional costs for companies", the document states.
According to the cited source, IMM Romania rejects the introduction of the obligation to certify the articles of association by a lawyer, in any situation, or the legalization by a notary or the certification by a lawyer of any shareholders' decision within a company which has a turnover of over 400,000 lei/year.
"IMM Romania notes that the introduction of new compliance tasks is made exclusively for the benefit of the notary or lawyer professions, there being no adequate substantiation nor a preliminary assessment of the impact of the new regulations on the business milieu and SMEs in particular. From the explanatory memorandum accompanying the legislative proposal, we note that the initiators did not perform the SME Test, nor did they identify its impact on SMEs", say the representatives of the organization.
Thus, the introduction of the obligation to have any decision within a limited or joint-stock company legalized by a notary or certified by a lawyer, "practically subjects these companies to the payment of amounts that are difficult to quantify, which any lawyer or notary is free to request."
"The aim is to strengthen these guarantees by introducing measures that increase trust in company documents, in the decisions of general meetings and in the reality of registered offices. The introduction of attestation by a lawyer or authentication by a notary public of the respective documents is not justified in practice, given that these do not replace the registrar's duties to verify legality and compliance, and the isolated case of the takeover of a company was probably done in violation of the law and the negligence of some officials," the document states.
Thus, IMM Romania requests the rejection of the legislative proposal, as it is made exclusively for the benefit of some private professions - lawyers and notaries - and does not bring any added value to the functioning or competitiveness of enterprises.
"We specify that currently, according to art. 105 par. (2) of the Statute of the Legal Profession, a company can temporarily establish its registered office at the lawyer's professional office for a maximum of one year", added the organization's representatives.
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