Facebook AccountGoogle+ AccountLinkedInBloggerinfiintare firma
Romania Company

Questions and Answers

What are the features of a joint stock company?

  • Can be listed on the stock market
  • Minimum of two shareholders and one director
  • Three 'auditors' to oversee financial reporting
  • Two types of shares: bearer or nominative shares

How much share capital is required for a joint stock (SA) company in Romania?

The minimum share capital for an SA company is 25,000 euros of which at least 30% has to be paid up.

How fast can I incorporate a joint stock company (SA) in Romania?

The company registration in Romania takes maximum 1 week after you sign all the required documents.

Is it necessary to come personally in Romania to set up a joint stock company?

No, it's no need to come personally in Romania to purchase a ready-made company, all the needed documents will be sent via courier service to our office address.

What information do you need from me in order to incorporate a joint stock company?

We shall need the number of shareholders, Directors (and their place of residence) and the future activity of the company to see if there are any special permits required. Upon contact we will be able to give you a detailed breakdown of costs.

Company Formation Romania

ROMANIAN COMPANY FORMATION

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

SET UP 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 - Set Up Romanian Company

SET UP ROMANIAN BRANCH

ESTABLISH A ROMANIAN BRANCH An overseas corporation can very well do business in Romania read more...
Company Formation Romania - 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

BUCHAREST VIRTUAL OFFICE

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

TAXATION ROMANIA

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

ACCOUNTING OFFICE ROMANIA

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

Set up Joint Stock Company in Romania

A Brief Overview on How to Open Romanian Joint Stock Company

Set up Romanian Company A joint stock company is a limited liability corporation with a registered capital of a minimum of 25.000 EUR or the equivalent of 90.000 RON and with at least two shareholders. Shares could be registered shares or bearer shares and can be freely traded or pledged. A joint stock company may be set up by full and simultaneous subscription of the registered capital by all signers of the constitutive act or by public subscription.

Set up Romanian Company In order to open a joint stock company in Romania the following documents and information are required:

  • the shareholders' personal information: full name, place and date of birth, residence and nationality;
  • the company's name and registered office;
  • details regarding the business conduct and management;
  • personal information regarding the managers’ residence, nationality, responsibilities, extraordinary powers or rights;
  • types of activities performed by the business organization;
  • number, nominal value and type of shares;
  • subscribed share capital and paid share capital. The minimum share capital subscribed by each shareholder at the very moment of setting-up the company cannot be less than 30% of the total sum. The other 70% must be allocated in the following 12 months from the registration.

Open Romanian Joint Stock

For the foundation of a joint stock company whose shares are allocated through public subscription it is required a specific document called “prospect de emisiune” (an issue prospectus). This issue prospectus, signed by founders in authentic form, must be submitted before publication to the local Trade Register. The mandatory judge of the Trade Register shall authorize the issue prospectus publication. Furthermore, in order to open Romanian joint stock company by public subscription it is mandatory that the entire registered capital outlined in the document has been subscribed and each acceptor has paid in cash half of the costs of the subscribed shares. These funds shall be subscribed to the Savings and Consignment Office, to a commercial bank or to one of their subsidiaries. If the public subscriptions exceed the registered capital, as it was mentioned in the prospectus, or are less than the sum proposed, a constituent assembly must be called in order to agree the necessary changes of the registered capital.

In order to accurately follow the process to set up SA Company, an official public announcement (in the Official Gazette) indicating the setting-up meeting is required within a period of maximum 15 days from the subscription closing date. The purpose of this meeting is for the shareholders to take note of the capital subscribed, agree on the value of any payment in kind, back up the starting point for profit-sharing between initiators of the business and other shareholders. During this meeting, managers and two or more secretaries will be assigned.

Set up SA Company - Decisions of the General Meeting of Shareholders

For the case of the joint stock company in Romania, the law stipulates that resolutions are made by mainstream ballot in the General Meeting of the Shareholders (1 share = 1 vote). On the other hand General Meetings can be a regular assembly, hold at least once per year or under exceptional circumstances, called in case of decisions regarding modifications of the Memorandum of Association. Meetings need a quorum of 75 % of the shareholders and a simple majority vote of the quorum is demanded to agree modifications in the Memorandum of Association. Unless the Memorandum of Association specifies something else, shareholders will vote in accordance with the shares they own. Shareholders could entitle other shareholders to vote on their behalf through a substitution contract, if statute doesn’t forbid it.

Set up Romanian Company The executive power of a joint-stock company is hold by a Board of Directors, even though it is likely to have just one Manager. In any case half of the Administrators have to be Romanian citizens except for the case in which the foundation regulations and corporate statute stipulate something else.

It is not mandatory for the executives to be shareholders. They are elected by the General Meeting of Shareholders, which institutes their authority, for a period of maximum four years. The managers can be re-confirmed. The procedures to be followed when deciding to set up SA Company stipulate that, prior to beginning their job, managers are requested to place a guarantee, representing a minimum value equal to the price of ten shares or corresponding to an amount of two times their annual salary.

The General Meeting of Shareholders appoints three auditors and three deputy auditors (unless in the Articles of incorporation it is mentioned a greater number than three). At least one of them has to be a certified accountant or a chartered accountant. Most of the auditors and of the deputy auditors have to be Romanian nationals. One of the auditors has to be recommended by the Ministry of Finance in case 20% of the company's share capital is owned by the State.

If interested to open Romanian joint stock company you should also know that the terms “limited incorporated” or “corporation” in the designation of the company (Societate pe Actiuni, S.A) distinguish a joint stock corporation from the other types of businesses.

INCORPORATE NOW Joint Stock (SA) COMPANY.


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 | Sitemap

Company Formation Romania | Open Romanian Company | Registering Company Romania
Copyright © 2006-2014 Darie & Manea Law Firm.
Bucharest Lawyers | Infiintare Firma | | Company Formation Luxembourg | Lawyers Luxembourg | Lawyers in Belgium | Lawyers Italy | Guide to company formation in Dubai