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Doing Business in Romania
 
 
 

General

Various company forms are available in Romania, including the Limited Liability Company (SRL), the Joint Stock Company (SA), the General Partnership (SNC), Limited Partnership (SCS), and Partnership Limited by Shares (SCA). Sole Proprietorships, Family Associations, and Branches also exist, although the latter does not have a legal personality distinct from that of its parent company.

Both foreign individuals or legal entities can establish corporate presence in Romania. Companies have their own patrimony, registered capital, management, registered offices, assets, names and bank accounts.

A foreign company can be sole shareholder (if LLC) or the foreign company can be shareholder together with at least one other shareholders which can be legal entities or private persons (if Joint Stock Company).

All companies must be registered with the National Trade Register Office, organised by the Romanian Chamber of Commerce and Industry. The National Trade Register Office is a public institution which has the function to maintain statistical information on business activities in Romania.

Forms of Business Organisation

Limited Liability Company (Societate cu Raspundere Limitata)

The most commonly used company for resident businesses is the Limited Liability Company, which must have minimum authorised share capital of 200 Lei, and can have just one shareholder (max 50 shareholders). SRLs can offer various classes of shares, including registered, preference, with voting rights, without voting rights, and redeemable.

One other characteristic is that any person or legal entity (Romanian or foreign company) can only be sole shareholder in one company.

Joint Stock Company (Societate pe Actiuni)

A Joint Stock Company, meanwhile, must have at least one director and five shareholders, and has a minimum authorised share capital requirement of 90,000 Lei.

Its social obligations are guaranteed by the social capital; the shareholders are only held liable for their actions. There are certain requirements for information contained in the Articles of Association, respectively: the nature and value of the goods contributed in nature as well as the person who contributed them must be inserted, the number and nominal value of shares, as well as whether they are nominal or bearer shares etc.

Other specifics of Joint-Stock companies in Romania are: the limit of at least 2 associates, their deliberative institution is the General Assembly, which can be ordinary or extraordinary, the number of administrators is an Joint Stock is always odd, it can be administered either in a unitary system or a dualist system etc.

Sleeping Partnership Company (Societate in Comandita Simpla)

Its social obligations are patrimonial guaranteed by the social capital and by the unlimited liability of the associates – the associates of this type of Romanian companies are only liable to the limit of their contributions.

Besides usual information contained in the Articles of Association (such as identification data of associates, social shares etc.) there are the following specific characteristics of this Romanian company: there is no required minimum amount for the social shares, the number of associates is not foreseen in the incorporation documentation, this being left for the decision of the founders, the administration of a Sleeping Partnership Company will be the responsibility of one or more associates, the associates (asociatii comanditari) can only operate in behalf of the company through a Power of Attorney made out for determined operations and registered at the Romanian Trade Register.

Partnership Limited by Shares Company (Societatea in Comandita pe Actiuni)

Its social capital is divided into shares and the social obligations are patrimonial guaranteed and by the unlimited liability of the associates.

This type of Romanian company has the same legal requirements as the Romanian Sleeping Partnership Company regarding the Articles of Association, and pertaining the social capital this must be (as in the case of a Joint-Stock company) of €25,000 or the equivalent of 90,000 Lei.

Collective-name Company (Societatea in Nume Colectiv)

Its social obligations are patrimonial guaranteed by the social capital and the unlimited liability of all associates. The Articles of Association (Articles of Incorporation) of this type of Romanian company shall contain among other information:

• the ID data of shareholders, form, name, company office address (main headquarters) and secondary office addresses;
• social shares (social capital);
• duration of the future company in Romania;
• modality of liquidation.

 
 


 



 


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