Changing the legal form of a company Romania

I would like to modify the legal form of a company from a limited liability company into a joint stock company. Is this possible? If so, how can I proceed to it?

Yes, modifying the legal form from one form to another is possible, implicitly being possible to change a company from a limited liability company into a joint stock company and vice versa.

In regard to the establishment of every form of company, Law no. 31/1990 regarding societies establishes certain conditions that must be met in order for such establishment and its registration in the Romanian Trade Register to become available. These conditions are general but also contain specific criteria that depend on the legal form chosen for the establishment of future societies.

Thus, in the process of amending a company from one legal form to another, it is compulsory that certain special and specific conditions, depending on the desired legal form of the society, are being respected.

As set above, considering that every form of Romanian society has certain inherent characteristics, the change of the legal form must comply with the specified criteria, which may relate to elements such as a minimum capital threshold, the liability of shareholders, a minimum or maximum number of shareholders, the structure of the company’s bodies etc.

The moment the compliance with these specific conditions is achieved, the transformation of the legal form of a limited liability company into a joint stock company becomes possible.

Changing the legal form of a company in Romania is achieved by modifying the articles of incorporation, which is natural considering the fact that the charter consecrates every characteristic of the legal form of the company. By default, a change in the legal form of a company attracts the amendment of the articles of incorporation and is hereby achieved in this manner.

Does the transformation of the legal form of a company lead to the creation of a new legal entity?

No, the transformation of the legal form of a Romanian company will not lead to the creation of a new legal entity and this is clearly established by art.205 of Law no. 31/1990 on societies.

Changing the articles of incorporation of a society will not lead to a new legal subject, except for the changes relating to the liquidation and the removal of company.

The company’s activity will run normally, but the relations that the company sets out will be particular to its legal form.

What are the documents I need to change the legal form of a company?

The documents required for the registration in the Romanian Trade Register of the change of the legal form of a company are as follows:

• the application for registration, in original;
• the act modifying the articles of incorporation is the decision of the General Assembly or the sole shareholder’s decision, in original;
• the articles of incorporation corresponding to the new legal form of the society, in original;
• the registration certificate;
• evidence of payment of the fees / legal tariffs.

It may also be necessary to file the following documents:

• evidence of making the payments of the new contributions required for the capital increase;
• affidavit signed by the associates or managers showing, where appropriate, that:

1. the legal person is not performing at its registered office, its secondary offices or outside of these, their declared activities, for a period of maximum three years;
2. the legal person meets the conditions required by the legislation regarding healthcare, veterinary, environmental and labor protection regarding the activities specified in the declaration form;
3. other preliminary approvals mentioned by special laws;
4. special power of attorney, in original.

Establishing and registering a certain form of society is a complex process in which one must take into account the specific characteristics set out by the legal framework regarding this area. The legal team of Darie, Manea & associates specialize in commercial law and this field represents a priority of its activity. Please feel free to consult the list of lawyers specialized in the mentioned field and contact us at anytime for information on modifying the legal form of a company in Romania, the characteristics of each legal form into which you wish the transformation to be made or documents necessary for registration of this amendment to the Trade Register.

For any further details or information please do not hesitate to contact us.

by Cristian Darie