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Latest and more relevant News for foreign investors and expats regarding tax, bureaucracy, and law field in Romania

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 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 […]

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Romania will become the largest gas producer in Europe

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

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EQUITY

“Equity” (category of capital premiums) are in the companies’ activities, although not regulated with the attention that would have been necessary in the summary of current capital movements. That is why, in the framework of acquisition projects in the field of investments, in which the issue of new shares or social shares is taken into

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Limited liability companies – obligations

Some useful considerations regarding the obligations of associates and administrators of limited liability companies, in collective name and in simple limited partnership, as the case may be. 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

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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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