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What is cross-border division?

Generally speaking, a cross-border division is a division operation in which at least two of the companies …

Negotiations with opposing parties in legal disputes

Governing Law of Contracts signed with a Romanian party As the Romanian Civil Code allows the parties …

Business dissolution

Dissolving a Romanian Company A Romanian company can be dissolved through the following methods: Exceeding the limited …

Contract drafting and review

Contracts in Romania When entering a commercial contract or another type of contractual relation with another entity, …

Legality Law Firm is the trusted legal counsel of a wide range of Romanian and international businesses and corporations and works closely with international players conducting business in Romania.

Our lawyers have the industry-specific expertise and client service excellence you’re looking for in a Romanian business law firm. Whether a multi-billion euros corporation, a startup seeking first-mover advantage, a business looking to outsource operations, or a charity, Legality’s legal professionals are equipped to provide your organization with pragmatic guidance and leadership.

Business law deals with the creation of new businesses (like corporations, limited liability companies, and partnerships), and concerns that arise as existing businesses interact with the public, other businesses, and the government.

Administration of joint stock companies (I)

In order to be able to usefully assess whether the joint stock company is the appropriate business model for the …

Starting and developing businesses in Romania – Part I

An important chapter for starting and developing businesses in Romania is that of understanding the structure and functioning of companies …

What is cross-border division?

Generally speaking, a cross-border division is a division operation in which at least two of the companies involved are governed …

What are the types of contracts in Romania?

What types of contracts are available for the construction sector in Romania? Investors who are involved in the construction sector …

Can foreigners acquire agricultural land in Romania?

Agricultural land located in the countryside can be alienated to and by natural and legal persons, only under the conditions …

What is a non-banking financial institution (NFI)?

An NFI is an entity set up as a commercial company limited by shares, but which can only operate under …

Financial companies in Romania – establishment and operation

What are Financial companies (credit institutions)? Credit institutions are entities that carry out activities of attracting deposits or other repayable …

Open joint stock companies and closed joint stock companies

Although it is the legal act that regulates the establishment and operation of companies, Law 31/1990 does not give us …

How to conclude a contract: everything you need to know

Is it necessary to sign a written agreement? The conclusion of contracts in written form is not a general rule, …

How to register a Branch

The investors can carry out their business in Romania through one of the forms of organization provided by law 31/1990 …

Suspension of the company’s activity

If you have a company whose activity you want to temporarily suspend, you must submit to the Trade Registry Office …

Some useful considerations regarding the obligations of shareholders and administrators of limited liability companies.

In addition to the changes brought by Law 223/2020 regarding the minimum value of the share capital of a limited …

Sanctioning of anti-competitive practices in commercial relations with food products

Because the food products market is a subject of major interest for all countries, Romania not being an exception, where …

What is a non-compete clause?

This represents a written agreement between the company and the employee, by which the latter undertakes not to undertake acts …

The main management structure of the company in Romania is the general meeting of associates / shareholders. The constitutive act establishes the rules for convening and adopting decisions and whether the exercise of the vote can be delegated by special mandate by the associate / shareholder who cannot take part in the meeting. In the limited liability company, each shareholder entitles the holder to one vote in the respective meeting. The general meeting of associates has the following main obligations: ✓ to approve the annual financial statement and to establish the distribution of the net profit. ✓ to appoint the administrators and the censors, to revoke / dismiss them and to discharge them, as well as to decide to contract the financial audit, when it is not obligatory, according to the law; ✓ to decide the pursuit of the administrators and censors for the damages caused to the company, designating also the person in charge to exercise it; ✓ to modify the constitutive act.
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The limited liability company is the most common form of company in Romania, being the legal entity that best serves the interests of investors both from the point of view of the reliability of the activity, and from the perspective of its management. The limited liability company is abbreviated "SRL" in Romania and is the equivalent of the American limited liability company Limited Liability Company (abbreviated to LLC) or the German economic structure "Gesellschaft mit beschränkter Haftung" (abbreviated to GmbH), or the structure called "limited" , the structure used in most Latin American states.
The limited liability company is characterized by:
✓ the character intuitu personae, which means that this economic structure is based on the trust between the associates;
✓ the division of the share capital into fractions called shares, which cannot be negotiable securities;
✓ the liability of the associates is limited to their contribution to the share capital.
The limited liability company may also have a single partner, natural or legal person, of Romanian or foreign nationality, who will be the owner of all shares. Instead, the maximum number of associates is 50 people.
At present, the Romanian law no longer conditions the subscription and payment of a certain amount as share capital.
Through registration, the company acquires legal personality, becoming, under the law, a collective subject of law. The conclusion given by the judge is sent, ex officio, to the Official Gazette of Romania for publication at the expense of the company and to the Financial Administration in whose territorial area is the main headquarters of the company for fiscal registration, mentioning the registration number in the Trade Register .

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