Company Formaion in Romania

Company Formaion in Romania . Limited liability companies (LLC)

Number of members: 1 to 50.

Minimum capital: 200 RON (minimum value per share of 10 RON)

This is the most common type of company investors both local and foreign investors, because the liability is limited to the amount contributed to the capital, the low administrative requirements, increased flexibility over other forms of companies and low initial capital requirements . An LLC can be managed by one or more administrators, regardless of nationality, and with limited powers or total.

The shareholders of an LLC can be individuals and / or legal persons. However, the same person or entity, may not be the sole shareholder of more than one SRL. Similarly, an LLC can not be the sole shareholder another SRL that is also owned by a single shareholder.

Company Formaion in Romania Company limited by shares (SA)

Number of members: at least 2 individuals or legal persons, public or private, with no maximum limit

Minimum capital: 90,000 ROM, approximately 26,500 euros

This corporate form is being increasingly used in Romania. The Romanian law states that when establishing an SA, at least 30% of the issued capital and 100% of contributions in kind, must be paid in the constitution of society. In addition, all the subscribed capital must be paid within 12 months of incorporation. Another advantage of this type of society is that it allows the financing through bonds or other financial instruments and incorporate the company to the stock market

The Act provides for two possible types of management of these companies:

System Unit: • The company is managed by one or more persons, organized into a board. The council may appoint one or more directors of the company

Tier system:the management of the company rests with a governing body (directorate) Executive who exercises permanent control a supervisory board, which will be responsible for reporting to the General Meeting of Shareholders.

Submission of application form

The registration process for the SA and the SRL is similar, and involves the following steps :
  • The documents of incorporation must be prepared, approved and signed by the shareholders
  • Must be subscribed capital at the time of registration of the company. As mentioned, in the case of SA, each shareholder must pay at least 30% of capital
  • The company was recorded in the Register of Commerce through a Certificate of Registration. It provides a registration code (CUI), valid for registration as tax purposes. Also includes a certificate of recognition, which states that all the conditions for commercial activity. At this time, the company exists for legal purposes, and has the right to begin operations from the date of registration in the Register of Commerce

Government Ordinance 75/2001, finally, provides that shareholders of the company and their legal representatives are required to prepare a tax registration certificate. This requirement does not exist for foreign entities that are not registered for tax in the country, for which a tax return just before the notary public.