Apr - Voicu Filipescu

Transcription

News in Laws - Monthly Legal Newsletter
April 2012
Cover article: “Managers in Joint-Stock
Companies Managed in a One-Tier
System”
by Anca Atanasiu, Associate
This month's cover article focuses on the
commercial law notion of managers in joint-stock
companies managed in a one-tier system, due to
the extremely important role they play in ensuring
the efficient and profitable management of jointstock companies, as well as due to the legislative
changes over the years regarding the legal
relationship between managers and the company,
the duties and powers granted to managers, as
well as their liability towards the company.
News in EU Laws
Read in this month's special feature News in
EU Laws an overview of some significant law
proposals on public procurement and
concessions introduced by the European
Commission, as well as an analysis of BREF
Documents - a step forward taken by the
European Union in the fight against
pollution.
VF News
• Voicu & Filipescu recommended by its
Mergers & Acquisitions activity in 2011
by Top Transactions yearly guide
published by Ziarul Financiar.
• Article “Grid Connection Procedure for
Renewable Energy Sources” by Senior
Associate Elena Darabanu and Associate
Lidia Trandafir in the Energy Legal
Consultants Guide 2012 published by
Finantistii.
• Voicu & Filipescu went to the University
of Bucharest on March 27 to meet with
law school students in the JobFest
organized by ELSA Bucharest. Senior
Associate Gabriela Tanase and Trainee
Calin Jianu answered to students'
questions about our internship program
Growth Catalysts.
Legislative Retrospective
Voicu & Filipescu is a full service law firm, covering
all legal areas relevant to your company's activity.
This issue of our monthly newsletter provides you
with a brief description of some of the recent legal
amendments in:
• Banking and Finance
• Corporate
• Dispute Resolution
• Employment
• Pensions
• Public Procurement
• Tax
www.vf.ro
copyright 2012 VOICU&FILIPESCU
1
April 2012
MANAGERS IN JOINT-STOCK COMPANIES MANAGED IN A ONE-TIER SYSTEM
This article focuses on the commercial law notion of managers in joint-stock companies managed in a
one-tier system, due to the extremely important role they play in ensuring the efficient and profitable
management of joint-stock companies, as well as due to the legislative changes over the years
regarding the legal relationship between managers and the company, the duties and powers granted to
managers, as well as their liability towards the company.
EXECUTIVE MANAGER VS. SPECIALIZED MANAGER
The first matter to be clarified is the distinction between the notion of executive manager and that of
specialized manager. Therefore, the executive manager is the one contemplated in Art. 143, par. 1 of Law
no. 31/1990, namely the person assigned to manage the company based on a subordinated mandate.
We are dealing with a subordinated mandate because the company, through the board of directors,
which is an agent of the company itself, delegates management duties to the manager.
An executive manager may be one of the members of the board of directors or a third party. When
appointing managers from the members of the board of directors, one must consider that the majority
of members which constitute the board of directors must remain non-executive directors in order for
the board of directors to exercise a real and efficient control of the activity of executive managers. The
board of directors cannot of course delegate to managers the duties which were granted to the board of
directors exclusively. The company shall conclude with the executive manager a management
agreement, which is a form of mandate agreement.
The specialized manager is neither an agent of the board of directors, nor a subordinated agent of the
company. In the case of specialized managers, there is no successive retransmission of the duties to
manage a company. The legal relationship between a specialized director and the company is not a
mandate relationship, but rather an employment relationship, regulated by employment laws, the
specialized manager being employed by the company based on an individual employment agreement.
Therefore, the legal regime set forth by Law no. 31/1990 does not apply to specialized managers.
However, there is no legal provision that prevents the conclusion of both a mandate agreement and an
individual employment agreement, whereby the employee is able to fulfill legal deeds on behalf of the
employer, the employment agreement being accompanied by a mandate agreement.
REVOCABILITY OF THE MANDATE OF EXECUTIVE MANAGERS
An interesting fact to be reviewed is the revocability of the mandate of executive managers, namely the
competent body to revoke such mandate. Law no. 31/1990 grants the board of directors the prerogative
of revocation, the board of directors being the body that is also entitled to appoint executive managers
according to Law no. 31/1990. However, Law no. 31/1990 does not set forth this right in favor of the
general meeting of shareholders. What happens when the manager is also an administrator, member of
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April 2012
the board of directors, in case the company, by the general meeting of shareholders, decides to revoke
him/her? Will he/she also be automatically revoked from his/her manager position or must this be
performed separately, by the body which has appointed him/her, namely by the board of directors?
Taking into consideration the principle of symmetry, one could reckon that the revocation will be
performed only by the body which has also performed the appointment, namely the board of directors.
However, there is nothing which can prevent the company from inserting in the articles of incorporation
a provision stating that managers will be appointed by the general meeting, and not by the board of
directors, the former also having in this case the power to revoke them, even when a person holds more
than one position in the company.
The revocation of the mandate of an executive manager may be performed at any time, without the
obligation for the principal to motivate its decision. Nevertheless, in case of abusive revocation, the
agent may claim damages.
THE NOTION OF MANAGER IN THE CLASSIFICATION OF OCCUPATIONS IN
ROMANIA (“COR”)
A distinction is also made in the contents of the COR between executive manager and specialized
manager, these occupations being categorized into two distinct groups. Therefore, executive managers,
pursuant to the Law no. 31/1990, are classified in and correspond to Group 112 – General managers,
executive and assimilated managers, while specialized managers are included in a separate group,
namely Group 121 – Enterprise managers and administrators. Managers will be rendered as taking part
of one group or the other based on their holding of management duties. Therefore, any manager who
holds management duties, regardless of the name used to define his/her position is an executive
manager, pursuant to Law no. 31/1990.
THE INTERDICTION TO SIMULTANEOUSLY HOLD BOTH THE POSITION OF AN
EXECUTIVE MANAGER AND THAT OF AN EMPLOYEE
This interdiction refers exclusively to executive managers, to whom management duties have been
delegated and who were hired based on a management agreement and not based on an individual
employment agreement. The manager does not act as a subordinate of the company but rather from
the same level as the agent, having the freedom to act in order to fulfill his/her mandate. Concluding an
individual employment agreement with the manager will hinder his/her freedom to act, will limit
his/her powers and will make it impossible for the company to revoke him/her at any time, whereas the
dismissal procedure as per the Labor Code is extremely slow and difficult.
Unlike executive managers, specialized managers may be hired only based on an employment
agreement, acting as subordinates of the company and benefiting from an extensive protection
regulated by the employment legislation. According to the Labor Code, specialized managers will be
deemed as executive employees.
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April 2012
TAX MATTERS
From a fiscal point of view, the revenue received based on the management agreements concluded by
executive managers with the company is considered a salary income. Therefore, the contributions owed
for the revenue received from a management agreement (individually contributions and contributions
owed by the company) are regulated by the Fiscal Code and are identical to those owed for an
employment agreement, with one exception: the contribution to the fund for securing the payment of
salary related debts owed by the company.
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April 2012
NEWS IN EU LAWS
PUBLIC PROCUREMENT AND CONCESSIONS: NEW SIGNIFICANT LAW PROPOSALS
The first quarter of 2012 ended under reverberation of the three law proposals initiated by the European
Commission on December 20, 2011 in the areas of award of public works contracts, public supply
contracts and public service contracts (Directive 2004/18/EC on Public Procurement), procurement
procedures in the water, energy, transport and postal services sectors (Directive 2004/17/EC on Utilities)
and concession contracts for public works, works and services (New Directive on Concessions). At the
end of February, all said proposals were on the agenda of the European Parliament and European
Council.
Above mentioned amendments are mainly aimed at simplifying the rules set forth by the Directive on
Public Procurement and Directive on Utilities, creating a more flexible framework, allowing for
enhanced negotiations between the contracting authority and the bidders in the public procurement
procedure. All proposed amendments are based on fundamental internal market principles and
represent a pursuit for simplification, harmonization and modernization. Nevertheless, mention needs
to be made that this framework will not only remain on a principle level, but it will be customized by
methodology norms according to the particularities of each activity area or individual product.
As regards concession contracts, it needs to be mentioned that previous to this proposal no uniform
framework had existed in the form of a European directive governing works and services concession.
The European Commission's intent is to render concession contracts more clear, the more so
considering that the relevant case-law of the Court of Justice of the European Union is interpreted
differently between Member States and even between contracting authorities.
The New Directive on Concessions defines concession contract as the partnership between authorities
and operators by which the last mentioned ones provide services or perform works, where the
consideration consists either in the right for the contracting authority to exploit the works or services
subject matter to the contract, or in said right and additional payment. The proposal for a Directive
provides for a more precise definition of concession contracts with reference to the notion of
operational risks. The proposal makes clear what types of risk are to be considered operational and how
to define significant risk.
As regards applicability, mention needs to be made that the threshold of EUR 5,000,000 already
applicable to the works concessions has also been extended by this new Directive to the services
contracts. Also, the New Directive on Concessions sets forth the maximum duration of the concessions,
namely until the recouping of the investments and obtaining of a reasonable return on invested capital,
as analyzed on a case by case basis.
To sum up, the amendments proposed by the European Commission are mainly designed so that to
increase transparency and fairness of award procedures, mainly in regard to the prior and post-
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April 2012
publication period, procedural guarantees, award criteria and time limits set for the bidders.
Furthermore, they provide for a better access to justice in order to prevent or to address violations of
normal provisions in the field of public procurement and concessions. Thus, Directives 2007/66/EC,
89/665/EEC and 92/13/EEC with regard to improving the effectiveness of review procedures concerning
the award of public contracts shall also apply to concessions, thus allowing bidders to claim damages in
courts in case the contracting authority violates their rights, including the annulment of the awarded
contract and hence the reinitiating of the procedure.
It needs to be said that once adopted the New Directive on Concessions will not apply retroactively.
Nonetheless, contracts the duration of which is extended after the date when the New Directive on
Concession enters into effect could be considered as new contracts and therefore governed by the
provisions of said directive.
Although this initiative is praiseworthy, a long way lays ahead until the moment when these
amendments will come into force. First they need to be debated by and then submitted for approval to
the European Parliament and European Council; the European Commission estimates that the
enactment of these amendments could potentially take place at the end of this year, the earliest.
Following such enactment, Member States will benefit of a two years period in which they would
implement the amendments on a national level.
BREF DOCUMENTS – A STEP FORWARD IN THE FIGHT AGAINST POLLUTION
For over 20 years the European Union has tried to implement some effective pollution prevention and
control measures. In numerous press releases it has been pointed out that the industrial revolution has
generated from its beginnings to present an increase by approximately 30% of carbon dioxide
compared to the level which naturally existed on Earth 200 years ago. Most of these emissions result
from industrial activity and particularly electricity-producing plants the feedstock of which consists of
gas or coal.
Such economic activities with significant environmental impact have been carefully regulated both at
European Union level, as well as nationally by imposing strict conditions for permitting and monitoring
thereof. The most far-reaching European Directive was introduced in 1996 and aimed to encourage
pollution prevention and control through a series of measures meant to limit emissions from economic
activities to air, water or land. Since then and until present, there have been several controversies
generated by the method of implementing such Directive and, of course, multiple amendments have
been introduced to such Directive or to laws issued under it which eventually generated its replacement
by Directive 2008/1/EC and reformed by Directive 2010/75/EC.
It should be noted that pollution prevention and integrated control is based on the installations
authorization system only under strict conditions where several technical parameters are taken into
account under which the use of best available technologies ("BAT") is fundamental. Within this system,
the role of Member States is to ensure that the permit includes emission limit values based on the best
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April 2012
available technologies.
On February 10, 2012, the European Commission enacted the Implementing Decision no. 2012/119/EU
laying down rules concerning guidance on the collection of data and on the drawing up of BAT reference
documents and on their quality assurance referred to in Directive 2010/75/EU of the European
Parliament and of the Council on industrial emissions.
According to the Decision no. 2012/119/EU, the main objective of a BREF document ("reference
document on best available technologies") is to determine what the best available technologies and
emerging techniques are for activities covered by Directive 2010/75/UE and to limit the imbalances in
the Union as regards the level of emissions from industrial activities, thus being a key factor in improving
the environmental performance throughout the European Union.
The European Commission establishes by said Directive the content of the BREF documents and their
scope, the data collection and communication procedure and the assessment system for data quality. It
is also provided the procedure on the organization of the exchange of information between the
Commission and Member States, concerned industries and non governmental organizations
promoting environmental protection.
In Romania, the IPPC Directive was originally implemented by Government Emergency Ordinance
34/2002 on the prevention, reduction and integrated control of pollution which was later repealed and
replaced by Government Emergency Ordinance 152/2005, as further amended and supplemented.
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April 2012
banking and finance - legislative retrospective
Regulation of the National Bank of Romania (NBR) no. 5/2012 on classification of loans
and the establishment, adjustment and use of specific credit risk provisions applicable to entities
controlled by the NBR, other than credit institutions, published in the Official Gazette no. 179 of March,
20, 2012.
The Regulation sets forth the following: (i) the classification of loans granted to debtors, (ii) the
establishment of specific credit risk provisions for classified loans, (iii) the establishment, adjustment
and use of specific credit risk provisions.
The NBR Regulation no. 5/2012 is applicable to non-banking financial institutions, Romanian legal
entities and branches of foreign financial institutions in Romania, except those which fall within the
category of financial institutions from other Member States of Government Emergency Ordinance no.
99/2006 on credit institutions and capital adequacy, entered in the general the register held by the
National Bank of Romania, to payment institutions and electronic money institutions, Romanian legal
entities granting credit related to payment services.
The NBR Order no. 4/2012 on reporting the situation concerning the classification of exposures
from loans/credit related to payment services and the need for specific credit risk provisions, applicable
to entities controlled by the NBR, other than credit institutions, published in the Official Gazette no. 179
of March 20, 2012.
The Order regulates the form and content of the reporting form of the status on the classification of
exposures and the need for specific credit risk provisions which is submitted quarterly by debtors to the
National Bank of Romania within 25 calendar days from the end of the quarter for which the report is
drawn up.
The draft Regulation amending Regulation no. 20/2009 on non-banking financial
institutions, as further amended and completed, subject to public debate until March 30, 2012, was
published by NBR on its official site. Amendments include, among others:
(i)
the review of the definition of exposure in relation solely to the assets and elements outside the
balance sheet which are credit risk carriers exclusively generated by the lending activity carried
out by non-banking financial institutions, so that compliance with the limits set by the NBR
regulations for exposure values of such entities, not to result in reduced level of liquidity by early
repayment of loans contracted by non-banking financial institutions from parent companies,
which affects the proper conduct of business;
(ii)
a more rigorous reflection of the quality of credit where the credit's features are adjusted by
restructuring to the real economic possibilities of the debtor and applying restrictions on the
enclosing from the credit risk point of view exclusively to credits that have payment delays.
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April 2012
corporate - legislative retrospective
Amendments to Law no. 31/1990 on commercial companies
The Government Emergency Ordinance no. 2 of February 28, 2012 (GEO 2/2012) for amending and
supplementing Law no. 31/1990 on commercial companies was published in the Official Gazette no.
143 of March 2, 2012. The main amendments introduced by the GEO 2/2012 refer to merger and spin off
operations, while new situations have also been set forth in which members of a limited liability
company may withdraw from the company.
¦
According to the new provisions, directors are no longer under the obligation to prepare a
report on the merger or spin off, providing the shareholders or the securities holders that confer
voting rights for each of the companies participating in the merger or spin off unanimously
decide to such end.
GEO 2/2012 expressly regulates the situations where a resolution of the general meeting of the
shareholders of the companies involved in the merger or spin off is not necessary for the
approval of the merger or spin off in the second stage of the procedures, as well as the legal
prerequisites for such exception to be applicable. Thus, the approval of the merger by the
general meeting of the acquiring company and the target company is no longer required if the
acquiring company owns 100% of the target company. Also, it is not necessary the approval of
the merger by the general meeting of the acquiring company if the acquiring company holds
90% of the target company. Also, in case of a spin off where the beneficiary companies hold
together all the shares of the company facing the spin off, the approval of such spin off by the
general meeting of that company is no longer required.
¦
The directors' report regarding the merger or spin off, as well as the independent expert's report
is not required in the following situations: (i) merger by absorption where the acquiring
company owns 100% or at least 90% of the target company, (ii) spin off, if the shares of each of
the newly established companies are allocated to the shareholders of the initial company
proportional with their participation to the share capital of the initial company.
¦
The new provisions offer an alternative to the publication in the Official Gazette of the merger or
spin off project, namely it can now be made public on companies' websites, if those companies
choose to do so.
¦
The shareholders of a limited liability company may withdraw from the company provided they
have not voted in favor of a resolution of the general meeting of shareholders relating to: (i) the
change of the main object of activity; (ii) relocation of company abroad; (iii) change of the
company organization form; or (iv) merger or spin off of the company.
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April 2012
dispute resolution - legislative retrospective
Emergency Ordinance no. 4/2012, on some temporary measures to consolidate the legal
framework necessary to implement certain provisions from Title VII “The establishment and payment
regime of compensations” of Law no. 247/2005 regarding reform in the fields of ownership and justice,
as well as certain adjacent measures. Said normative act was published in the Official Gazette, Part I, no.
169 of March 15, 2012 and set forth the following:
¦
the temporary suspension for a period of six months of the compensation titles issuance by the
Central Commission for Establishing Compensation;
¦
the temporary suspension for a period of six months of the conversion titles issuance by the
Department for Cash Compensation within the National Authority for Property Restitution; and
¦
the temporary suspension for a period of six months of the procedures for assessing buildings
for which compensations are granted.
The above mentioned measures set forth by the Government are temporary, more precisely until the
enactment of the draft law on the implementation of the pilot decision ruled by the European Court of
Human Rights.
Law no. 25/2012 for amending and supplementing Law no. 217/2003 on prevention and control of
family violence, published in the Official Gazette No. 165 of March 13, 2012, which will enter into effect
as of May 12, 2012. Said normative act sets forth a series of measures meant to ensure the victims' right
to dignity and privacy. Among the most important innovations introduced by Law no. 25/2012 there are
the following: order of protection, the victim of domestic violence having the possibility to request the
court the issuance of such restraining order against the aggressor. The application for the issuance of a
restriction order will be submitted either by the victim or his/her legal representative to the court in the
victim's residence area. Chapter VII of Law no. 25/2012, “Order of Protection”, establishes that the court
may order the temporary evacuation of the aggressor from the family home (even if he/she is the owner
of the house), the prohibition of any form of contacting the victim, including by telephone, and, if
necessary, payment of the rent or household expenses for the temporary residence of the victim.
Law no. 27/2012 for amending and supplementing the Criminal Code of Romania and Law no.
286/2009 on the Criminal Code was published in Official Gazette no. 180 of March, 20, 2012. The
normative act stipulates that criminal offenses of murder, committed with intent, whether direct or
indirect, shall no longer be time barred. At the same time, the statutory limit of the punishments for
these offenses is eliminated from the Criminal Code. Also, according to the amendments introduced to
the Criminal Code, the intentional offenses which result in the victim's death shall no longer be time
barred.
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10
April 2012
employment - legislative retrospective
Labor Inspectorate increases Fines for Employers
Law no. 51/2012 on the amendment and supplementing of Law no. 108/1999 on the establishment and
organization of the Labor Inspectorate (“Law no. 51/2012”), was published in the Official Gazette, Part I,
no. 182 of March 21, 2012.
According to the new regulation, any act or lack of action of the unit manager, legal representative, an
employee or any other person located on the premises subject to inspection preventing labor
inspectors from fully or partially performing any inspection is an offence and is sanctioned with a fine
from RON 5,000 to RON 10,000 (previously, the fine was from RON 4,500 to RON 9,000).
In the new law, it is expressly mentioned that individuals or legal entities have the legal obligation to
provide the labor inspectors with any documents and information requested by them and which are
required for the inspection or investigation of the event. The same fine of up to RON 10,000 will also be
applied to persons who are found at the scene of the event at the time of the inspection and who refuse
to provide information in respect to the event investigated by the labor inspectors.
The entities inspected by the Labor Inspectorate, who fail to fulfill or partially fulfill the actions ordered
by the labor inspector at the deadlines set out by the inspectors will also be sanctioned by fine from RON
5,000 to RON 10,000.
Law no. 51/2012 has also supplemented the rights of labor inspectors, who are now allowed to confirm,
based on identity cards or on other documents, the identity of the persons present at their work place or
in other places subject to the inspection or investigation of the events and to order the filling-in of an
identification sheet. The refusal to fill-in said identification sheet is sanctioned with a fine of up to RON
10,000, but no less than RON 5,000.
Starting from March 24, 2012, labor inspectors are entitled to take written statements - by themselves or
in the presence of witnesses - from employees, employers and their legal representatives, as well as
other persons who may provide information regarding the subject matter of the conducted inspection
or the investigated event. Moreover, labor inspectors may also order the prohibition, restriction or even
the withdrawal or recall of a product from the market.
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11
April 2012
pensions - legislative retrospective
The Private Pension System Supervisory Commission (CSSPP) has introduced two normative acts
regarding the activity of the entities supervised by CSSPP.
Amendments to provisions on the operation of the private pensions system have been imposed on one
hand by the changes of the primary legislation, namely Law no. 263/2010 on the unitary private
pensions system and the Government Emergency Ordinance no. 98/2011 amending Law no. 411/2004
on privately administered pension funds, as well as to establish some measures within the privately
administered pensions.
Norm for the amendment and supplementing of Norm No. 22/2009 on the adhesion
and record of participants in privately administered pension funds, as further amended and
supplemented.
The Norm includes a new category of insured persons in the private pension system, active in the
national defense, public order and national security area. Upon the entering into force of the above
mentioned Norm, active military staff, soldiers and contract enlisted volunteers, policemen and civil
servants with special status from the prison administration system, national defense, public order and
national security will be able to sign new acts of adhesion, the first step in acquiring the capacity as
contributor in the privately administered pensions fund system. Subsequently, such documents will
have to be validated by the Central Registry institutions, namely by the sectorial pension houses of the
Ministry of National Defense, Ministry of Administration and Interior and the Romanian Intelligence
Service.
Within 5 calendar days after its publication in the Official Gazette, the administrators are required to
request CSSPP the approval of the new individual adhesion framework act. The adhesion process for
persons subject to the new amendments commences on May 1, 2012.
Norm for the amendment and supplementing of Norm no. 11/2008 on the collection
of individual contributions of the participants to the private pension funds, as further amended and
supplemented.
The new Norm sets forth the legal framework on the collection of individual contributions of the
participants to the private pension funds and establishes a unitary method of the collection process
both by the National House of Pensions, as well as by the sectorial pension houses, emphasizing the
jurisdiction of the Central Registry institutions and the collecting institution.
Both norms have been submitted for publication in the Official Gazette and they are currently available
only on the official website of CSSPP.
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12
April 2012
public procurement - legislative retrospective
Important clarifications on the completion of public procurement procedures, namely the conclusion
of the award agreement have been introduced in the specific legislation by Government Decision
no. 219/2012 amending Art. 93 of Government Decision no. 925/2006 on the application norms of
the GEO no. 34/2006 regarding the award of the public procurement contracts, public works concession
contracts and services concession contracts. Government Decision no. 219/2012 was published in the
Official Gazette, Part I of March 26, 2012 and entered into force on April 5, 2012.
The new Art. 93 expressly provides that the contracting authority is not allowed to delay the concluding
of the public procurement agreement or the framework-agreement with more than seven calendar
days from the expiration of the deadlines stipulated at Art. 205 of GEO no. 34/2006 for reasons under its
control. This term was regulated by the law giver exclusively for the case when the conditions for signing
the public procurement agreement or the framework-agreement are complied with.
Also, within 48 hours from conclusion of the procurement agreement or the framework-agreement, the
contracting authority has the obligation to submit electronically to the National Authority for
Regulating and Monitoring Public Procurement (ANRMAP) a notification on the concluded public
procurement agreement or the framework-agreement. The format of this notification will be
established by order of the president of said institution.
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13
April 2012
tax - legislative retrospective
Order of the President of the National Agency for Fiscal Administration (ANAF) no.
283/2012 amending Order no. 3294/2011 of the President of ANAF on the jurisdiction for performing
the inspection related to personal tax records was published in the Official Gazette No. 158, Part I of
March 9, 2012.
The normative act amends Order no. 3294/2011 on the jurisdiction to inspect tax records:
¦
The body vested with jurisdiction for performing the inspection of personal tax records
throughout the country is the Tax Inspection Department.
¦
For individuals with tax residence in Bucharest, such jurisdiction pertains to the public finance
administration of the district where the tax residence of the inspected individual is located.
¦
For individuals residing outside Bucharest, the jurisdiction for performing the inspection prior
to tax documentation, tax inspection and further tax inspection pertains to the General
Directorate for Public Finance of the county where the tax residence of the inspected individual
is located.
Decision of the Chamber of Tax Advisors no. 6/2012 for the approval of the Internal
Regulations of the Chamber of Tax Advisors was published in the Official Gazette No. 189, Part I of March
22, 2012.
By such normative act, the Internal Regulations of the Chamber of Tax Advisors is approved and the
Decision no. 5/2007 of the Superior Council of the Chamber of Tax Advisors approving the Regulations
applied until the date of the publication of the normative act is repealed.
Decision of the Chamber of Tax Advisors no. 8/2012 on the convening of the Annual
Ordinary Conference of the Chamber of Tax Advisors in Romania was published in the Official Gazette
No. 207, Part I of March 28, 2012.
By this Decision, the Annual Ordinary Conference of the Chamber of Tax Advisors in Romania is
convened. The decision also sets forth that the Conference is open to all tax advisors who are members
of the Chamber and who have fulfilled all obligations towards the Chamber of Tax Advisors.
Order of the President of ANAF no. 418/2012 on the approval of the template and content of
the Form (311) “Statement regarding the value added tax due by taxpayers whose VAT number was
canceled in accordance with art. 153, par. (9), let. a)-e) of the Fiscal Code” was published in the Official
Gazette No. 199, Part I of March 27, 2012.
The Form shall be submitted by the 25th of the month following that within which the value added tax
becomes due, by taxpayers whose VAT number was canceled and who during the time they no longer
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14
April 2012
tax - legislative retrospective
had a valid VAT code, continued the delivery of goods/provision of services and/or purchase of goods
and/or services for which they are under the obligation to pay the value added tax. The VAT number may
be annulled in cases such as those from below (the list is not exhaustive):
¦
if the person registered for VAT purposes is declared inactive;
¦
if the directors/shareholders or even said person have offenses recorded in their tax record;
¦
if there was no procurement of goods/services or delivery of goods/provision of services
during this reporting period in the consecutive fiscal periods of a calendar semester.
For more information about the above, please contact:
Daniel Voicu: [email protected]
Mugur Filipescu: [email protected]
26-28 Stirbei Voda Street
Union International Center II
5th floor, 010113 Bucharest
ROMANIA
Tel: +40 21 314 0200
Fax: +40 21 314 0290
www.vf.ro

Apr - Voicu Filipescu

Transcription

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