Due diligence, from a legal perspective, means the process of collecting and evaluating all legal documents and information related to a civil/commercial transaction or the activity of a company. Through the due diligence service, the Legality team offers clients, through its professional experience and thorough knowledge in civil and commercial matters, the possibility to analyze […]
Is it necessary to sign a written agreement? The conclusion of contracts in written form is not a general rule, they can also be concluded verbally, however, practice has shown us that the conclusion of contracts in written form is preferable to the verbal agreement for several reasons, as mentioned below. Of course, there are
How to conclude a contract: everything you need to know Read More »
The investors can carry out their business in Romania through one of the forms of organization provided by law 31/1990 and the Romanian Fiscal Code. Among these forms of organization are the branches of companies already established, in Romania or abroad. What is a Branch? According to the Romanian law, “branches are dismembered without legal
If you have a company whose activity you want to temporarily suspend, you must submit to the Trade Registry Office a series of documents necessary for the registration of this mention. How can you do this and what documents do you need, the LEGALITY.ro Team can provide you with the assistance and/or legal representation necessary
With the decline of the volumes exploited by the Netherlands, and the authorities and the private sector must work together to take advantage of the unprecedented opportunity that has been created with the resettlement of energy priorities. “We have to make sure that the rest of Europe understands that Romania can play an essential role
Romania will become the largest gas producer in Europe Read More »
HELLO WORLD! Extract from the case – File 8396/300/2007 District Court 2 – settled definitively In Romania, the holder of a right can benefit from the defense of his subjective right if: – the objective right was violated; – by violating the objective right, the subjective right of this person was violated, since the subjective
About the limits of the exercise of the right and the abuse of the right Read More »
In addition to the changes brought by Law 223/2020 regarding the minimum value of the share capital of a limited liability company, namely the decrease in the value of the minimum mandatory share capital from the value of 200 lei to the value of 1 lei, starting on November 26, 2022 new changes are in
Governing Law of Contracts signed with a Romanian party As the Romanian Civil Code allows the parties to establish the content of a contract, it is obvious that in the case of an international contract, they could choose the applicable law in the contract. The Law stipulates the applicable law must be expressly mentioned or
Negotiations with opposing parties in legal disputes Read More »
Dissolving a Romanian Company A Romanian company can be dissolved through the following methods: In certain cases, the shareholders of SRL companies are able to decide – at the time of dissolving the company – upon the liquidation method of the company, when agreeing upon the assignment and liquidation of the company’s patrimony and when
Contracts in Romania When entering a commercial contract or another type of contractual relation with another entity, specific rules of law have to be applied. The requirements listed below are to be taken into account when concluding commercial contracts per the Romanian law including sale/purchase pre-contracts and final contracts, rental/lease agreements, mortgage contracts, cession contracts, leasing, service providing, construction contracts, insurance contracts, commission agreements, transportation contracts etc. Our team of Romanian lawyers can present the provisions
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 .
