Open Joint Stock Company in Romania | Set up SA Company

A joint stock company is a limited liability corporation with a registered capital of a minimum of 90.000 RON (approximately 18,000 EUR) and with at least two shareholders. It is a preferred business form for large corporations that will be offering their shares to the public.

Our team specializing in company formation in Romania assists investors who wish to incorporate an SA company in the country. We offer ongoing assistance and representation, as needed, throughout all the incorporation phases and during the post-registration steps, for issues such as obtaining any special permits and licenses for functioning.

Quick Facts
Best used for	Large business ventures, when the company will be publicly listed.
Minimum capital	90,000 lei (about 18,000 euros)
Minimum number of shareholders	2
Shareholder liability	Limited to the shareholder's investment in the company's capital.
Residency requirements for foreign investors	Not applicable, foreign investors do not need to reside in Romania to open this type of company.
Full foreign ownership permitted (Yes/No)	Yes
Company name requirements	A preliminary name check is required to ensure that the proposed name is available for use.
Registered office requirement	Needs to be an address in Romania.
Main registration documents	The company's constitutive documents (Articles of Association, Memorandum), the founder's documents, proof of minimum capital submission, etc.
Registration requirements	All Romanian legal entities are registered with the National Trade Register Office in the city/county they are based in.
Licenses and permits	Applied for post-registration, as per the requirements in the industry in which the company will activate.
Annual filing	Mandatory annual financial statement submission.
Corporate tax rate	16%
Other taxes for companies	VAT with standard and reduced rates, social security contributions, dividend withholding tax, other taxes.
Tax incentives	Available for joint-stock companies in the R&D sector, subject to conditions.

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Main requirements for opening an SA company in Romania

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.

Our agents specializing in company formation in Romania highlight the following concerning the shares of the joint stock company:

Shares can be registered shares or bearer shares and can be freely traded or pledged; The type of shares is described in the Articles of Incorporation;
They cannot be issued for a lesser amount than the nominal value;
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;
For the foundation of a joint stock company whose shares are allocated through public subscription, a special document is needed, the issue prospectus.

The 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 a 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.
Another condition to register a company in Romania is to have a unique company name, one that does not infringe on the names of companies that have been already registered with the National Trade Register Office. This also applies to the SA company and our team can assist entrepreneurs with name verification and reservation.

For the SA company, the founders will also need to provide documents related to its registered office in Romania, as well as the identification documents for the founders and/or representatives. There are no restrictions for foreign nationals who wish to incorporate this business form or act as a representative.

As seen from the previously described steps, the process needed to open a joint stock company in Romania differs in some respects from the steps needed to open other business forms. Our team can also give you details about the SRL company, which is the Romanian equivalent of a private limited liability company and it is subject to lighter requirements, given the fact that it cannot offer its shares to the public.

The following video summarizes the company incorporation process for the S.A. :

The General Shareholder’s Meeting

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 the statute doesn’t forbid it.

The executive power of a joint-stock company is held 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 you wish to open a 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.

A joint stock company in Romania is recommended for big businesses and important investments, being a complex type of legal entity. As well as the associates from a SRL, the stockholders from a Romanian joint-stock company can also be legal persons or individuals. The difference is that, here there must be at least 2 stockholders. In the case that the company has less than 2 stockholders for more than 9 months, anyone interested can ask for the dissolution of the company in court. There is still time to avoid the dissolution, by bringing at least one more stockholder in the company until the final decision of the court is announced.

The SA company’s registered capital

In the case of joint-stock companies, the registered capital must be at least 90.000 lei. This threshold is regulated by the Government every two years in order to match the equivalent of 25.000 Eur in Romanian currency. The stockholders may contribute in receivables or cash excluding the working performances that are not allowed to increase the capital.

Contributions that are made in kind must be economically evaluated by the experts appointed by the judge within 5 days of submitting the registration request. The expert, or experts, must be from the authorized list and will need to write a report in which the way of evaluation and description of each good will be included, as this must clearly state the granted shares in exchange for their value.

The characteristics of stocks:

Stocks are indivisible: a single person must represent the rights deriving from a social share that is the property of more persons
Stocks are fractions of the capital that have a certain value which is nominal and cannot be less than 0.1 lei according to the law
Stocks have equal nominal value resulting in equal rights for the owners. Still, stocks that are issued according to the Articles of Incorporation and provisions of preference stocks law, do not offer their holders the voting right in the General Gathering. Holders of these types of stocks are entitled to priority dividend distribution through the financial year. Certain key persons in the company are not entitled to preferred dividend stocks: directors, administrators, or auditors.
Stocks might be: nominative or to the barer depending on their nature which is determined by the Articles of Incorporation. However, if the general gathering decides, nominative stock can be turned into barer stocks and barer stocks can be turned into nominative stocks.
Stocks are negotiable as they incorporate patrimonial value. Therefore, they are considered securities of bonds and can be traded on regulated markets.

Joint stock company shareholding and management

The shareholders can participate in general meetings of shareholders, they can vote (if this right was not suspended for those who weren’t informed about due levies), benefit from dividends, know about the activity in the company, and also have the right to their deserved part in the case of dissolution. On the other hand, they must pay their levies due according to the legislation and if they do not pay, a demand of payment will be published twice in 15 days in the Romanian Official Gazette.

The Romanian commercial law implemented several concepts regarding joint-stock company management for the purpose of meeting the European Union regulations in force. According to this legislation, this type of company must have a board of administrators and directors tasked with the management and administration of the joint-stock company, this board is known as the unitary system.

The administration of the company can be done through a dual system: the supervision board and the directorship. One of these two systems will be chosen by the Articles of Incorporation.

Our team presents the advantages and the particularities of both systems for investors who are considering the option to open a joint stock company in Romania:

1. The Unitary system:

There is only one Board of Administrators that can delegate leadership of the company to directors. The company can be managed by only one administrator of more (odd numbers only), the Board of Administrators will be formed when there is more than three administrators of the company. The number of administrators is also determined by the Articles of Incorporation. The board must elect a President and none of the administrators can be employees of the joint-stock companies.
The board must establish accounting policies and financial control system, determine the main directions of development and activities, supervise directors’ activity, appoint and remove directors, prepare annual reports and implementing the decisions made at the Shareholders General Meeting that they also have to organize.

2. The Dual system:

Separates control powers and executive powers
The Supervision Board controls the directorship’s activities, which are in control of the company leadership and administration. Members of Directorship cannot be employees of the company or members of the Supervision Board, as the Supervision Board assigns them.
The Directorship must present a report to the Supervision Board every three months
The Supervision Board must verify the compliance of the General Assembly decisions and management operations to the legislation provided by the Articles of Incorporation and once a year report to the General Assembly of Stockholders regarding their activity.

Corporate taxation and reporting in Romania

Investors who open a joint stock company in Romania will need to be mindful not only of the general company formation requirements, but also of the ongoing compliance requirements in terms of taxation, annual reporting, and other relevant matters.

As previously mentioned, the SA company is subject to more complex incorporation requirements, as well as compliance requirements. It can be subject to mandatory audits, as well as more stringent and thorough reporting requirements.

For foreign investors who are considering their options and are inclined to open a joint stock company in Romania, the following taxes are relevant:

The corporate income tax in Romania is 16%; given its size and expected turnover, the SA company will not qualify for the Romanian micro company regime;
The dividend withholding tax is 8%, increased from 5%;
The value-added tax has a standard rate of 19%, however, two reduced rates of 5% and 9% apply to certain types of goods and services;
Social security contributions are calculated as a percentage of the employee’s gross salary and they are 2.25% for the employer; In addition to these, the employer also pays a pension contribution of 4% or 8% of the total gross salary;
In 2024, the minimum gross salary in Romania is 3.300 RON and there is a proposal to increase this to 3.700 RON before the end of the year.

In terms of annual reporting and accounting requirements, the following requirements are useful to keep in mind:

Romania follows several EU directives in terms of accounting standards;
Banks, financial institutions, and other companies that can be incorporated as an SA in Romania must apply the International Financial Reporting Standards, or IFRS, for their accounting;
The tax year is usually the same as the calendar year and companies are expected to make quarterly corporate tax filing and payment, followed by an annual calculation, declaration, and payment of tax;
Penalties apply for late payments, as well as for unreported, underreported, or erroneously reported statements.

Large companies, as is often the case for SA companies in Romania, are subject to audit requirements, if their balance sheet shows that at least two of the following criteria are met:

They have total assets of EUR 3,650,000;
Their net turnover is EUR 7,300,000 or more;
They have an average number of 50 employees during the financial year.

Investors who wish to open a company in Romania and are interested in knowing more about the tax, accounting, and audit requirements for SA companies, and for other types of businesses, can reach out to our team.

Contact our team if you are ready to open a joint stock company in Romania.

by Cristian Darie