Why should one know about suspending the activity of a Moldovan limited liability company (LLC)? What are the steps to be followed? What are the pros and cons?

Generally, apart from dissolution (liquidation), an LLC can temporary suspend its activity for a period that may not exceed three years as of state registration of suspension. Starting with the date of state registration of suspension, an LLC is not required to submit any reports with the Moldovan authorities or pay any taxes.

Schoenherr advised CloudM Software Limited on the acquisition of 100 % of the shares in BeLean EOOD, a Bulgarian software development company.

Of the five types of corporation that may be established under Romanian law, joint stock and limited liability companies continue to be the most common.

In summer 2021 the European Banking Authority (EBA) published Draft Guidelines on the limited network exemption (LNE) under the Payment Service Directive 2 (PSD2) for consultation (available here). The Draft Guidelines are meant to foster supervisory convergence amongst the EU's national competent regulators (NCAs).

Since 1 July 2013, the costs for the incorporation of an Austrian limited liability company have been reduced significantly.

Statistically, as of 1 September 2012, the Moldovan trade register reflects information on over 162,000 registered entrepreneurs. Approximately 49% are limited liability companies (LLC). By 1 January 2012, the number of companies with foreign capital incorporated in Moldova exceeded 8100¹, most being limited liability companies. This article looks at what LLC management and shareholders must consider when deciding on dividends.

On 1 January 2014, the re-codification of Czech private law should come into force. One of the institutes that will be changed is acting on behalf of a company.

Directive 2011/83/EU of 25 October 2011 on consumer rights (the "Directive") and the Fern- und Auswärtsgeschäfte-Gesetz (the "FAGG") impose many information obligations on traders before the consumer is bound by a distance or off-premises contract, or any corresponding offer.

A landmark decision was issued yesterday (Judgement Bărbulescu v. Romania), a source of debate in the media, in which the European Court of Human Rights clarified the restrictions on monitoring employees in the workplace.

Incorrect land register entries may trigger public liability. But in a recent decision the Austrian Supreme Court (1 Ob 198/18a) held that incorrect land register entries can only constitute public liability claims for a certain group of people.

In an aim to simplify state administration and support economic growth, the Hungarian Parliament adopted a new law abolishing the registration fee and the publication cost for incorporating limited liability companies ("LLC") (korlátolt felelősségű társaság), limited partnerships (betéti társaság), general partnerships (közkereseti társaság), and sole entrepreneurships (egyéni cég). The new law becomes effective on 16 March 2017.

A convertible loan is a popular investment means to finance a start-up. Austrian law, however, does not foresee convertible loans for the most popular corporate form of Austrian start-ups: limited liability companies. Convertible loans thus have to be synthetically structured.

The article summarises his experience with amendments of memorandums of association of limited liability companies as the most common form for conducting business in the Czech Republic – since the entry into force of new legal regulation of Czech private law on 1 January 2014.

So far, Austrian corporate law has only governed shareholder meetings conducted in person. In response to COVID-19, the Austrian legislator gave stock corporations and limited liability companies the option to conduct virtual shareholder meetings. After those provisions expired at the end of June 2023, the legislator decided to give virtual shareholder meetings a permanent legal basis.

Shareholders of Austrian limited liability companies usually want to have influence over whom they are associated with. That's why shareholders often agree on a pre-emptive right (Aufgriffsrecht) to purchase existing shares in certain cases, e.g. in case of insolvency proceedings against a shareholder.

The re-codification of Czech private law, which entered into force on 1 January 2014, has introduced many changes to the institute of acting on behalf of a company. Doing this correctly is one of the prerequisites for the proper formation of legal relationships. For the purposes of this article, a company means a limited liability company or a joint-stock company.

In 2022, Slovenia introduced a settlement framework under the Prevention of Restriction of Competition Act (PRCA), focusing on restrictive agreements. This innovative mechanism aims to streamline antitrust case resolution and foster greater cooperation with the competition authority. The settlement framework represents an evolution in Slovenian competition law and will have many implications for businesses, but it has seen limited application so far.

The "Flexible Company" (FlexCo) was introduced in Austria with effect from 1 January 2024 in response to concerns raised by practitioners regarding the establishment and excessive rigidity and formal requirements of limited liability companies (GmbH). This additional legal form was created to offer start-ups and established businesses a modern and flexible alternative to meet the demands of a dynamic economy 

Macedonian start-up ecosystem is in a state of constant evolution, driven by legal reforms fostering innovation and entrepreneurship. With the introduction of the simplified limited liability company, convertible loans, digital payment systems and expanded global market entry, these legal changes have played an important role in advancing the Macedonian start-up scene. Nonetheless, it is crucial to systematically address pertinent legislative updates to ensure continual growth and competitiveness in the dynamic global market.

The Czech Class Actions Act – Act No. 179/2024 Coll., on Collective Civil Proceedings (the "Act") – implementing the EU Directive on representative actions, came into effect on 1 July 2024. This long-awaited legislation enables collective enforcement of consumer claims against businesses, a mechanism that has been largely limited in the Czech Republic until now. This poses risks, especially for businesses with large consumer bases in sectors such as financial services, insurance, energy, telecommunications and transport.

To address some issues voiced by practitioners in relation to the foundation of limited liability companies (GmbH) in Austria, the Austrian legislator proposed a new corporate form, the "Flexible Company" (FlexCo), offering some promising solutions for start-ups. Established businesses can also make use of this new corporate form. It is currently envisaged that FlexCos can officially be established from 1 January 2024.

The publicly discussed amendment to the Labour Code introduces a number of changes, in particular in the area of teleworking (work from home), agreements on employment performed outside the workplace, extended information obligations and service of documents. The amendment is set to come into force on 1 October 2023; only a limited part (holiday for contract workers) is set to come into force on 1 January 2024.

The German Federal Court of Justice (II ZR 85/23) recently dealt with the question of when, in a two-member GmbH (a limited liability company with two shareholders), an individual shareholder can initiate legal proceedings against the company’s managing director without a prior resolution and whether they are also authorised to represent the company (in particular when appointing a legal representative). The decision is also of interest in Austria.

As part of the preventive measures taken to mitigate the impact of the COVID-19 pandemic, the Romanian tax authorities have limited the number of tax audits at taxpayers' premises for the duration of the state of emergency.

The Hungarian data protection authority (NAIH) fined Magyar Éremkibocsátó Kft, a limited liability company engaged in the numismatic business, HUF 30m (approx. EUR 73,000) for unlawful direct marketing activities.

In early September 2020, the United Kingdom (‘UK’) Secretary of State for Northern Ireland, Brandon Lewis, conceded in no uncertain terms that the UK Internal Market Bill would violate public international law, albeit only in “a very specific and limited way“.

On 1 January 2015, new regulations of the Civil Code will become fully effective under which a third person will, under certain statutory conditions, be allowed to acquire ownership to real estate from a non-owner. The real owner will, however, have certain limited tools to protect his ownership right against such a third person.

The Romanian Financial Supervisory Authority (FSA) released for public consultation a draft regulation proposing amendments to its Regulation 5/2019 applicable mainly to investment firms and, in limited cases, to credit institutions providing investment services and/or activities and alternative fund managers.

Patents are exclusive rights relating to inventions. Patent registrations grant a time-limited monopoly to apply the patented technology. While they are a powerful weapon in maintaining and defending the competitive edge of technology-driven businesses, third-party patents may pose a threat to products and businesses. This calls for the involvement of specialised patent lawyers and patent attorneys.

Schoenherr advised Joachim Exner, the insolvency administrator of Dr. Schneider's Group, a German key supplier for electronic components and polymer systems, on the Polish aspects of the sale of its business to Samvardhana Motherson Group, a wholly owned subsidiary of Samvardhana Motherson International Limited, for EUR 118.3m.

Since 1 March 2021, Slovakia had a limited FDI regime applicable only to critical infrastructure. However, right after it was adopted, the government started preparing comprehensive legislation that would apply not only to selected industries but to all foreign investments in general (in line with FDI regimes in other EU Member States). After many drafts and lengthy negotiations, this new regime was finally adopted in late November 2022.

The sale of popular drinks containing taurine and caffeine, commonly referred to as "energy drinks", has been limited from 1 January 2024 in accordance with provisions introduced in the Act of 17 August 2023 amending the Public Health Act and certain other acts (Journal of Laws of 2023, item 1718). The prohibition of their sale to minors has been incorporated into Polish law and they cannot be sold in schools and other educational institutions such as kindergartens or school libraries or through vending machines.

The eagerly awaited Variable Capital Company (VCC) was introduced on 1 August 2023 with amendments to the Bulgarian Commercial Act. It blends the limited liability company (LLC) and joint stock company (JSC), and somewhat resembles the UK's open-ended investment company (OEIC). Like the OEIC, the VCC can issue shares at any time and its capital may vary. But as it is not a regulated investment fund, the VCC is not regulated or supervised by the financial supervision authorities.

Shareholders of Austrian limited liability companies ("GmbH") often stipulate the right to purchase the shares of co-shareholders in certain events. These "share purchase rights" (Aufgriffsrechte) entitle the remaining shareholders to acquire the share of a shareholder when a contractually defined event (Aufgriffsfälle), like insolvency or the death of a shareholder, occurs. Often these rights are laid down in articles of association or a separate shareholders' agreement (Syndikatsvertrag). They are generally qualified as option rights.

The pharmaceutical market in Bulgaria is a dynamic and rapidly growing sector, driven by increasing healthcare demands and a robust regulatory framework. It features a competitive mix of local and international players, with a significant presence of generic and innovative medicinal products. The push for generic medicinal products has also led to a rise in previously limited patent-related cases and revocation proceedings. However, the wholesale market remains crucial for ensuring the availability and distribution of medicinal products throughout the country.

Gift cards have become more and more popular. They are bought as presents and some shops have a return policy where items bought physically can be exchanged only for a gift card of the equivalent amount. Are gift cards therefore to be regarded as money in Poland? If so, are the issuers required to obtain authorisation as a payment or electronic money institution?

Keine Rechtsfähigkeit, Haftungsfalle und noch vieles mehr

After a delay of more than a year, an Act on Preventive Restructuring (the "Act") implementing the EU directive on preventive restructuring frameworks finally became effective in the Czech Republic on 23 September 2023. 

Welcome to the October edition of Schoenherr's to the point: technology & digitalisation newsletter!

We are excited to present a selection of legal developments in the area of technology & digitalisation in the wider CEE region.

The Romanian legal provisions offer few mechanisms to force minority shareholders out from a company, but use of such mechanisms should be tailored on a case-by-case basis.

The new government promises great things for start-ups and for blockchain users. We have looked into the government's agenda  - here is a brief overview:

The Bulgarian Supreme Court issued two contradictory judgments in the summer of 2012.

A hybrid event where exciting presentations by proven experts such as Schoenherr partner Bernd Rajal address current and future topics in the energy and real estate industry.

Welcome to the June edition of Schoenherr's to the point: technology & digitalisation newsletter!

In the rapidly evolving world of financial technology (FinTech), regulatory frameworks are crucial in shaping the industry's landscape. As FinTech companies innovate and disrupt traditional financial services, understanding the regulatory environment is essential.

Hungarian law has always permitted shareholders of a company to limit the power of the company's managing director(s). Thus, it has also been allowed to appoint a managing director without any right to represent the company.

27 March 2025 | 5:00 – 8:30 pm EET

Gaep Gallery | 8 Giuseppe Garibaldi Street, 2nd District, Bucharest

From autonomous vehicles, to ChatGPT, to creating a painting in the style of Monet or composing a new Beatles song, artificial intelligence can seemingly do everything.

On 30 November 2018, a new law implementing several changes to existing legislation (1), notably to the Civil Code and the Commercial Companies Code, as well as to tax laws, was announced. The new law, which will enter into force at the beginning of 2019 (with respect to matters commented on below, mostly as of 1 March 2019).