Out of the five types of corporations that may be set-up under the Romanian law, joint-stock companies and limited liability companies continue to be the most commonly used in the current environment. Further on, limited liability companies are reportedly double the number of joint-stock companies.
The choice between a limited liability company and a joint-stock company depends on several criteria, while the cost of incorporation continues to be one of the most relevant decision drivers. Limited liability companies require a minimum subscription of less than EUR 50 (i.e. a minimum share capital of 200 RON), whereas joint stock companies require a share capital of at least approx. EUR 19,000 (i.e. RON 90,000) upon
Setting up a limited liability company in Romania is a straight forward process, if done with proper legal advice. Here is the list of necessary documents for incorporating your company (while some of them need to be provided by the shareholders, the other can be prepared by corporate lawyers):
– Resolution of the competent corporate body of the founding shareholders approving the incorporation of the new company and granting power of attorney to sign the articles of association of the new company and carry out all actions related to the incorporation;
– Articles of Association of the new company;
– Statement issued by each of the founding shareholders confirming their compliance with all Romanian legal requirements for acting as shareholder in the new company (including requirements related to companies incorporated with a sole shareholder);
– Statement of each of the directors of the new company confirming their compliance with all Romanian legal provisions for acting as directors in the new company, including also their sample signature and express acceptance of their appointment as directors;
– Reservation with the Trade Register of the new company’s company name;
– Proof of the new company's headquarters (e.g. lease agreement, free lease agreement etc.);
– Specific documents proving the ownership title over the premises (e.g. sale-purchase agreement, donation, exchange agreement, land book excerpt etc.) accompanied by the layout of the premises;
– If the case, statement issued by the owner of the premises where the headquarters of the new company shall be located, confirming the compliance with the legal requirements, in case more than one company have their registered seat at the same address;
– Recent excerpt of each shareholder issued by the competent the trade registry (not older than 30 days), attesting at least the company name, the head office, main activity, share capital, legal representatives and their representation powers;
– Bank worthiness letter issued for each shareholder of the new company;
– Copies of identity documents of the directors;
– Proof of payment of the shareholde’s contribution to the new company’s share
This material has been prepared by Bucharest partner Mădălina Neagu and attorney Andra Jegan, specialised in corporate/M&A, SCHOENHERR & ASOCIAȚII. General Legal Aid contact for SCHOENHERR & ASOCIAȚII: partner Emeric Domokos-Hancu (firstname.lastname@example.org).
Important notice: The contents of this material should not be treated as a substitute for obtaining specific advice relating to legal, regulatory, commercial, financial, audit and tax matters. The readers are to make their own independent assessments concerning such matters and should ask for professional legal/tax advice before taking any action based on this material. Neither this guide, nor any part of it nor anything contained in this material or referred to in it nor the fact of its distribution, should form the basis of or be relied on or act as a recommendation to pursue (or not to pursue) a particular course of action.