Law on the Stimulation of Business Angels

Monitorul Oficial al Romaniei, Part I, No 382/2 June 2015 has published the Law on the stimulation of business angels (hereinafter the “Business Angels Law”).

SOCIETATEA CIVILA DE AVOCATI DUNCEA, STEFANESCU SI ASOCIATII



DENISA BENGA

DENISA BENGA

PARTNER at SOCIETATEA CIVILA DE AVOCATI DUNCEA, STEFANESCU SI ASOCIATII

The Business Angels Law addresses to the individuals, i.e. angel investors, who wish to provide capital for a business start-up or for its development. Business angels shall benefit from tax incentives as an outcome of their acquiring ownership equity in small-sized enterprises and microenterprises.



In order to benefit from the legal status of business angel, the investor shall meet all of the following conditions:
he should be a third party in relation to the enterprise to the share capital of which he wishes to contribute cash convertible into new shares, thus becoming a shareholder of such enterprise;

he should invest an amount ranging between EUR 3,000 and EUR 200,000; (the invested amount will be paid through the banking system in Romania and will be recorded in the account books of the respective enterprise);

his investment should be used exclusively for the fulfilment of the enterprise’s business purpose and plan;

he may not acquire for and by himself or through other individuals more than 49% of the enterprise’s share capital;

when investing in conjunction with other business angels, he may benefit from tax incentives only proportionately to his equity in the allowable 49% share capital of the enterprise;

he has obtained tax clearance certificate from the competent authorities at the investment date;

he is not incapable and has not been convicted for any offence against property.


The beneficiaries of such investments shall also fulfil certain conditions. Thus, they should:
be limited liability companies, as provided by Art.2 of Law No 31/1990, regarding companies;

be independent enterprises in the sense of Law No 346/2004, regarding stimulation of establishment and development of small- and medium-sized enterprises;

fall within the category of small-sized enterprises and microenterprises;

be solvent and face no proceedings involving composition with creditors or liquidation.


Since the spectrum of beneficiaries is rather narrow, the Business Angels Law does not cover investments in companies operating in the banking, insurance and reinsurance field, in the capital market and financial mediation, or performing any other financial activities, real property transactions and development, gambling and betting, steel and coal production and commercialisation, shipbuilding, production and commercialisation of weapons and ammunition, of tobacco, alcoholic drinks, substances under national control, psychotropic plants and narcotics, and advisory services in any field of activity.


The tax incentives from which business angels benefit refer to:
exemption from the payment of tax on dividends for a period of three (3) years with effect from the date on which such investors acquire equity; and

 exemption from the payment of tax on the proceeds obtained from the transfer of shares, if such operation takes place at least three (3) years after acquiring such shares.


The total value of the amounts to which tax incentives are applicable may not be higher than the value of the investments made in the respective enterprise by all business angels.

 

Business angels’ investments shall be subject of a contribution agreement which should mention the share capital increase through the issue of new shares as well as the issue premium. Said agreement shall be recorded in the Trade Register, as provided by law.

 

The Business Angels Law comes into force 45 days after its publication in Monitorul Oficial al Romaniei, Part I.
 

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