In order to be able to usefully assess whether the joint stock company is the appropriate business model for the medium and long term plan and purpose of the business, it is important for investors to be informed about the basic issues of the executive management of the company. The joint stock company is managed […]
An important chapter for starting and developing businesses in Romania is that of understanding the structure and functioning of companies in Romania, at least at a reference level that allows the best strategic decisions to be taken. The first analysis will be dedicated to the most complex business structure, which is mandatory to develop certain
Starting and developing businesses in Romania – Part I Read More »
Generally speaking, a cross-border division is a division operation in which at least two of the companies involved are governed by the laws of two different Member States. The cross-border division may involve joint stock companies, limited partnerships, limited liability companies, Romanian legal entities and European companies with their registered office in Romania. Specifically, cross-border
What types of contracts are available for the construction sector in Romania? Investors who are involved in the construction sector in Romania should be aware that there is no specific type of contract for this sector. However, when it comes to large construction projects, such as infrastructure projects, the companies involved have to draw up
Agricultural land located in the countryside can be alienated to and by natural and legal persons, only under the conditions of Law 17/2014 as amended, as well as other applicable regulations. Both Romanian citizens and citizens of a European Union Member State, of the States party to the Agreement on the European Economic Area (EEA)
Can foreigners acquire agricultural land in Romania? Read More »
An NFI is an entity set up as a commercial company limited by shares, but which can only operate under special organizational conditions. Branches of non-banking financial institutions from abroad may also be authorised and operate in Romania, also subject to compliance with special legal requirements compared to other branches that do not fall within
What is a non-banking financial institution (NFI)? Read More »
What are Financial companies (credit institutions)? Credit institutions are entities that carry out activities of attracting deposits or other repayable funds from the public, as well as lending operations on their own account. Credit institutions also include entities that issue electronic means of payment. Credit institutions operating in Romania are Romanian legal entities belonging to
Financial companies in Romania – establishment and operation Read More »
Although it is the legal act that regulates the establishment and operation of companies, Law 31/1990 does not give us a clear definition of closed or open joint stock companies. The definition of the types of closed or open companies is the result of an overall study of the legislation governing the two types of
Open joint stock companies and closed joint stock companies Read More »
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
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 .
