Facebook AccountGoogle+ AccountLinkedInBlogger Firmengründung in Rumänien COSTITUZIONE SOCIETÀ IN ROMANIA formations societes roumanie infiintare firma Romania company formation
Romania Company

Company Formation Romania

Romania Company Incorporation

Romania Company According to the Romanian law, both Romanian or foreign investors (and ventures) are equaly treated read more...
Company Formation Romania - Open Romanian Company

Open Romanian Company

Romanian Branch A limited liability company is a corporation established by a narrow number of associates (maximum 50) read more...
Company Formation Romania - Registering Company Romania

Set up Branch Romania

ESTABLISH A ROMANIAN BRANCH An overseas corporation can very well do business in Romania read more...
Open Romanian Company - Set Up Romanian Branch

Business Licenses and Permits

Romanian Branch These licenses and permits are obtained from different sources
read more...
Company Formation Romania - Romanian Business Licenses And Permits

Virtual Office Bucharest

VIRTUAL OFFICE IN BUCHAREST We provide virtual offices with phone and fax lines, forwarding mail read more...
Open Romanian Company - Virtual Office Bucharest

Taxation Romania

Romanian Branch In accordance with the Fiscal Code, the following are treated as taxable subjects
read more...
Company Formation Romania - Taxation Romania

Romania Accounting Office

ACCOUNTING SERVICES We offer professional accounting services
read more...
Open Romanian Company - Romania Accounting Office

Censorship under the Romanian legislation

What are censors in accordance with the Romanian legislation and what is their role?

The censorss of a company are an organ which serves to prevent the insolvency of the company, to oversee its management and alert about the dangers arising from improper management of the company.

More specifically, the role of censors is set by the Romanian Law no. 31/1990 on societies, which is the legal framework and that provides, through its terms, that the censors have the duty to supervise the management of the company, to verify the legal preparation of financial statements in accordance with the books, if the latter are held regularly and if the valuation of the assets is according to the rules for the preparation and presentation of financial statements.

The censors are paid a fixed salary determined by the articles of incorporation or the general meeting which appointed them.

Also, any amendments regarding the censors of a company is to be registered in the Trade Register as they are subject to publicity.

Who may be a censor in a company according to legislative rules in Romania?

Romanian law clearly states that while censors may be shareholders, the exception is the censor expert accountant.

However, the following people may not have the quality of censorship in a Romanian company:
  1. Relatives up to the fourth degree including spouses of administrators;
  2. Persons who are remunerated in any way, for other functions other than that of censor, by administrators or by the company or whose employers they are in contractual relations or compete with;
  3. Persons who are prohibited to exercise the duty of member of the administration council, the supervisory council and the directorate;
  4. People who, while exercising the powers conferred by this quality, have control attributions in the Ministry of Finance or other public institutions, unless expressly provided by law.

Is the appointment of censors mandatory in any type of company, in accordance with the provisions of Romanian law on the matter?

No. Regarding joint stock companies (SA), Law no. 31/1990 concerning companies states that it will have 3 censors and an alternate, if the articles of association do not provide a higher number. In all cases, the number of censors must be an odd number. Appointment of censors will be done by the general meeting of shareholders for a period of three years, with the possibility of being re-elected in office. Similarly, censors will be revoked only by the General Assembly by a vote called at extraordinary meetings.

The censors will inform board members regarding irregularities in administration and violation of the law and of the Articles of Association, while they will inform the General Assembly on what concerns the most important cases.

The censors within a company have the right to obtain information each month about ongoing operations, but can not provide information about company operations acquired during their term of office to individual shareholders or third parties.

Regarding limited liability companies (LLC), they have the obligation to appoint censors in case the number of associates is greater than 15. Similar to the situation of joint stock companies, the General Assembly has powers to appoint and revoke auditors' mandate, and to decide their pursuit for damages brought on to the company.

On the other hand, in the case of other types of companies or in the case of limited liability companies (LLC) with less than 15 associates, the appointment of censors is optional.

How does censorship terminate under Romanian legal provisions and which are their responsibility forms?

Naturally, the quality of censors ceases by expiration of the period of time for which they were elected, in the event of death or legal impediment, dismissal or waiver.

As we mentioned in the previous paragraphs, the revocation of censors can only be achieved by the general meeting called to vote in extraordinary meetings.

Regarding the liability of censors to a company, Romanian Law no. 31/1990 concerning societies expressly states that the extent and effects of the censors’ responsibility are determined by the rules of mandate. This provision suggests that, similar to the situation of managers, censors may be held liable from a civil, a criminal and a contraventional point of view.

If you want to obtain censorship in a Romanian company and would like more information regarding the rights and obligations of this function, the form of operation, the effects it produces, and the termination of censorship or censors’ liability under the provisions of Romanian law, you can confidently call upon the team of lawyers with Darius Manea & Associates law firm which has extensive experience in commercial law.



Company Formation Romania | Romanian Company Formation | Set Up Romanian Company | Open Subsidiary in Romania | Company Branch Romania | Open Representative Office Romania | Establishing a Romanian Transport Company | Micro Companies in Romania | VAT Registration Romania | Romanian Business Licenses And Permits | Accounting Office Romania | Bucharest Virtual Office | Taxation Romania | Incorporate Romania | Romania Company Registrar | Set Up Romanian Joint Stock Company | Shelf Company Romania | Bucharest Registered Office | Open Romanian Bank Account | Establishing a Romanian Transport Company | Micro Companies in Romania | Prolonging the duration of a company in Romania | Changing the manager of a SRL in Romania | Fictional companies under the legal provisions in Romania | Groups of companies in Romania | Cross-border mergers in accordance with the Romanian provisions | Censorship under the Romanian legislation The liability of a director of a company in Romania | Changing the legal form of a company in Romania | The exclusion and withdrawal of associates | The identification of legal persons | Insolvency procedure Romania | How to set up a business and management consultancy company in Romania | How to set up a construction company in Romania | Submission of Tax Declarations in 2016 | How to open a sports betting agency in Romania | How to Open a restaurant in Romania | Sitemap

Company Formation Romania | Open Romanian Company | Registering Company Romania
Copyright © 2006-2017 Darie & Manea Law Firm.
Bucharest Lawyers | Infiintare Firma | | Company Formation Luxembourg | Lawyers Luxembourg | London Criminal Defence Lawyers | Lawyers Italy | Guide to company formation in Dubai