Double Taxation Avoidance with Germany

If you are foreign investor in Romania (legal or natural person) you should be aware of the double taxation treaties that Romania has signed so that not to pay taxes in more than one country.

            Romania has been signing this kind of treaty since before 1989.

            In 2001 Romania and the Federal Republic of Germany signed such a Double Taxation Avoidance Agreement concerning mainly taxes on income and on capital.

            This Agreement refers to the following types of taxes which are under Romanian tax law: tax on income, tax on profit, tax on property, tax on agricultural income, tax on dividends.

            In the case of Germany the types of taxes covered by the present agreement are: the tax on income, the tax on corporation, the tax on land, and the commercial tax.

            The Convention shall apply also to any identical or substantially similar taxes that are imposed after the date of signature of this Convention in addition to, or in place of, the existing taxes.

            Income derived by a resident of one of the countries from immovable property (including income from agriculture or forestry) situated in the other country may be taxed in that other country.

            In the case of dividends paid by a company of one of the countries to a resident of the other country these may be taxed by that other country.

            However the rate of tax imposed by the first-mentioned Contracting State on such dividends shall not exceed 5 percent of the gross amount of the dividend.

            Business profits of a resident of one of the country shall be exempt from tax by the other country unless the resident has a permanent establishment in that other country. If the resident has a permanent establishment in that other country, tax may be imposed by that other county on the industrial or commercial profits of the resident but only on so much of them as are attributable to the permanent establishment.

            This Convention for the Avoidance of Double-Taxation also contains stipulations on the taxation of capital gain, independent professions, pensions etc. It is important to be noted that the stipulations of these Conventions must also be corroborated with EU regulations (applicable in Romania through the Fiscal Code).

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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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