Corporate law

Published on Feb 15, 2021 by LPG

LEGAL IMPLEMENTATION FORMS

Romania proves to be a very attractive country for investors and offers favourable characteristics for implementation. Before you set off, you need to find out how the country works. LPG România advises you on the opportunities and practical issues of establishing in Romania or incorporating companies in Romania.

Romanian law defines five types of legal statuses :

  • Partnerships (Societățile în nume colectiv - SNC)
  • Limited Partnerships (Societăți în comandită limitată - SCS)
  • Partnerships limited by shares (Societăți în comandită limitată cu acțiuni - SCA)
  • Joint-stock companies (Societăți pe acțiuni - SA)
  • Limited liability companies (Societăți cu răspundere limitată - SRL), including limited liability company sole proprietorship (with sole shareholder)

The most used statuses are joint-stock companies (SA) and limited liability companies (SRL).

The joint-stock company (SA) :

  • The number of shareholders cannot be less than 2. There is no obligation of citizenship or residence to become a shareholder of a SA according to Romanian legislation.
  • The minimum share capital is of RON 90,000 (approximately Euro 25,000).
  • The SA can be managed by one or more directors, convening in the board of directors, their number being always odd.
  • The SA can be managed by a board of directors and a supervisory board.
  • A legal entity can be a director of a SA and in regard to shareholders, there is no obligation of citizenship or residence. Nevertheless, a permanent representative should be appointed.
  • Romanian law provides for the appointment of three censors and one deputy.

The limited liability company (SRL):

  • The number of partners cannot exceed 50.
  • A SRL may have a sole partner, but with the following restrictions: (i) the same person may not be a sole partner in another SRL in Romania; (ii) a SRL in Romania cannot have as a sole partner a legal entity that has itself a sole partner.
  • The minimum share capital is of 200 RON (approximately euro 60).
  • The assignment of shares is free among partners. Nevertheless, when transferring shares to third parties, the agreement of three quarters of the partners is necessary.
  • Management is provided by a director, regardless whether he/she is a partner or not.
  • The appointment of auditors is mandatory only if the number of partners is over 15.


 

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