Proceedings

„Art. 124 - (1) In case the reassessment of tangible assets is to be performed,
the difference between the value resulting from revaluation and the value at
historical cost must be presented in the revaluation reserve as a distinct subelement
in "Capital and reserves” (account 105 "Revaluation reserves").
Treatment of the revaluation reserve for tax purposes must be presented in the
notes.
(8) No part of the revaluation reserve may be distributed directly or indirectly,
unless the revalued asset was exploited, in which case the revaluation surplus is
actually realized revenue.”
And for this specific case, there is the definition for "actual gain realized": it involves
the removal from evidence (by sale, disposal or other similar transaction) of the asset
that generated it. So, unlike the case of exchange differences where that are
immediately recognised in the PLA and taxed as such, in case of assets revaluation,
the same accounting treatment no longer applies and, as a consequence, neither does
the fiscal one. There is a reference in the Companies Law, Article 67 relating to the
distributable profit, but it refers to the way of determining what actually represents a
matter of accounting principles and rules.
„Art. 67. - (1) Profit part which is paid to each associate constitutes a dividend.
(2) Dividends are distributed to shareholders in proportion to their
participation to the share capital, unless the articles of association stipulates
otherwise. They are paid within the period set by the general meeting of
shareholders or, where appropriate, established by special laws, but not later
than six months from the date of approval of annual accounts for the year
ended. Otherwise, the company will pay damages for the period of delay at the
statutory rate if the articles of association or the decision of general meeting of
shareholders approved the accounts for the financial year did not establish a
higher interest rate.
Par. (2) was modified by pt. 36. of Law no. 441/2006 beginning with
01.12.2006.
(3) Dividends can only be distributed from lawfully determined profits.
(4) Dividends paid contrary to the provisions of par. (2) and (3) are returned,
if the company proves that the associates knew of the irregularities of their
distribution or, under the current circumstances, should have known.
(5) The right to receive the dividends, paid against the provisions of par. (2)
and (3), is prescribed in 3 years from their distribution„.
„Art. 272 1 . - The founder, manager, director or legal representative of the
company shall be punished with imprisonment from 2 to 8 years, in case of:
1. spreading false news or using other fraudulent means which employ the
effect of raising or lowering the value of shares or company bonds or other
securities owned by company for the purpose of obtaining for himself or others,
a benefit at the damage of society;
2. receives or pays dividends, in any form, for fictitious or non-distributable
profits, or otherwise lacking the financial situation resulting from this.„
~ 624 ~