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 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 the following categories: – credit institutions:

– banks;

– cooperative credit organisations;

– savings and credit banks in the housing sector;

– mortgage credit banks;

– electronic money institutions or branches of credit institutions, foreign legal entities from third countries or EU Member States.

The regulatory acts governing the establishment and operation of credit institutions are Law 31/1900 on companies and the OG 99/2006 on credit institutions and capital adequacy.


What is the organisational form of a Financial company?

The form of incorporation is that of a joint-stock company and their operation is subject to the existence of an authorisation to this effect issued by the National Bank of Romania.

What are the steps involved in setting up a Financial company?

There are two steps to setting up a financial company:

– setting up the financial company;

– authorisation of financial company.

The approval of the establishment of a financial company is granted by the National Bank of Romania and does not constitute a guarantee of the authorisation of the bank officers.


What are the conditions for carrying out the activities of Financial compay?

Credit institutions in Romania may start and carry out their activities after obtaining authorisation from the National Bank of Romania. In order to obtain authorisation, credit institutions must fulfil a number of conditions which are summarised below:

– capital

– conditions imposed on shareholders at incorporation,

– the management body

– the registered office of the credit institution

– compliance with the rules laid down by the relevant legislation.

  1. The initial capital of the credit institution may not be less than the RON equivalent of EUR 5 million
  2. Conditions imposed on shareholders.

When the share capital of a Romanian legal person credit institution is established, it must be paid up in full and in cash at the time of subscription, including in the case of an increase, and contributions in kind are not permitted. Shares can only be registered.

The shareholding structure is also an essential element for obtaining authorisation to operate. The National Bank of Romania must be informed of the identity of the shareholders or associates who directly or indirectly hold qualifying holdings in credit institutions and the value of these holdings. The purpose of the central bank is to ensure that the credit institution develops prudent and sound management.

  1. The operational management of a credit institution shall be ensured by at least two persons who have adequate experience in the exercise of responsibilities specific to the financial-banking business. 4. The credit institution’s business must be carried on mainly in Romania.
  2. The registered office or, where appropriate, the head office of the credit institution, a Romanian legal person, must be situated in Romania. The head office is the place where the centre of management and administration of the statutory activity is located, if this is not the same as the registered office.
  3. Strict compliance with all operating rules


What does the authorisation of a credit institution entail?

In order to operate, a credit institution must fulfil various legal conditions to be authorised to operate.

The National Bank of Romania lays down in regulations the conditions under which it can grant authorisation and the documentation that must accompany the application for authorisation.

Among its tasks in authorising credit institutions, the National Bank of Romania analyses and assesses all the circumstances and information relating to the activity, reputation, moral integrity and experience of the persons in charge of the company and decides whether the legal conditions are met, both individually and collectively.

The members of the board of directors and the managers or, where applicable, the members of the supervisory board and the board of management shall collectively possess adequate knowledge, skills and experience to be able to understand the activities carried out by the credit institution, including their main risks.

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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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