A Brief Overview on How to Open Romanian Joint Stock 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.
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
- 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.
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.