Some useful considerations regarding the obligations of shareholders and administrators of limited liability companies.

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 force, this time regarding the payment of the amount that the shareholders have undertaken to bring into the company as social capital.

If, starting from November 2020, it was no longer necessary to present proof of the payment of the share capital upon the establishment of the limited liability company, and the company could start commercial operations at a later date, without being constrained by any legal obligation to pay the share capital for an indefinite period, starting from November 26, 2022, the associates have a period of 3 months from the establishment of the company in which they must pay 30% of the value of the subscribed capital.

Although the establishment of the limited liability company largely preserves the previous procedure, i.e. proof of payment of the share capital is not requested, nevertheless the commercial operations of the company are conditioned by the payment by the shareholders of a percentage of 30% of the share capital, and the difference of subscribed share capital will be paid:

a) for the cash contribution, within 12 months from the date of registration;

b) for the contribution in kind, within no more than 2 years from the date of registration.

Sanctions for failure to fulfill this legal obligation are of two types:

1. Regarding the company for which the condition of paying the share capital was not respected, any interested person, as well as the trade registry office, can ask the court to declare the registration null and void. Nullity cannot be declared if the cause of it, invoked in the request for annulment, has been removed before conclusions on the merits are made at the court.

The declaration of the company’s nullity does not affect the documents concluded in its name.

2. Attracting the responsibility of the administrator who starts operations on behalf of a limited liability company before the full payment of the social capital has been made.

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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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