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What is a family business and what is the law that regulates its operation?

The law governing the operation of family businesses is the Government Emergency Ordinance no. 44/2008 regarding the conduct of economic activities by the authorized natural persons, the individual enterprises and the family enterprises.
 
Art. 2 lit. h) of the aforementioned law defines the notion of "family enterprise", establishing that this is a form of economic enterprise without legal personality, an enterprise that is organized by an individual entrepreneur along with his family.
 
Lit. d) of the same article also clarifies the sphere of the notion of "family", limiting it to their spouses and children who, at the date when the family business was authorized, had reached the age of 16, as well as to relatives and relatives until fourth grade inclusive.
 
The family enterprise may be constituted, by means of a constitution agreement concluded in written form, by two or more members, provided that the members belong to the same family. Furthermore, it should be noted that the members of a family business may at the same time be the PFA or owners of another enterprise, but they will not be able to employ third parties with a contract of employment within the family enterprise of which they are part.
 
It is useful to know that, although the family business can establish a heritage of impairment (the assets, liabilities and assets of the members of the enterprise, affected in order to carry out economic activities, and which is distinct from the heritage of the members of the family enterprise), it does not have its own heritage and, as defined by the GEO itself no. 44/2008, has no legal personality and will not acquire it after registration in the trade register.
 
Are there any special conditions that must be respected when setting up a family business in Romania?
The framework law in this area, namely O.U.G. no. 44/2008, stipulates that it is necessary for a family business to have a professional office in the territory of Romania, for such a company to be registered and authorized under the conditions of the law, as well as to obtain any authorizations, licenses or notices that are provided by the laws. special for carrying out certain economic activities.
 
The professional office will be declared by the application for registration and authorization filed with the trade register, it being necessary for one of the members of the family enterprise to have a right of use over the space so declared.
 
What are the documents required to establish and register in the Romanian trade register of a family business and how is this process carried out in Romania?
The representative of the family business is the one who is required to submit the application for registration and authorization of the company to the trade register before the commencement of any economic activity. In the event that the representative does not fulfill this obligation within 7 days from the conclusion of the establishment agreement, any member of the family business can start the registration and authorization procedure and submit the application and the documents related to the trade register. In any case, this application must not be filed later than 15 days from the date on which the agreement for setting up the family business was concluded.
 

There are certain preliminary operations that must be performed before the actual registration, and these are the following:

▪ submission of an application for the availability and / or reservation of the company, along with three names in the order of preference;

 
You must know that the family business cannot have any name. Instead, the name will consist of the family name or the name of the representative, next to the phrase "family enterprise".
▪ proof of payment of the registration fee;
 
After performing these preliminary operations, the documents you need for registering the family business at the Romanian trade register are:
 
▪ application for registration;
▪ identity cards or passport of the members of the company;
▪ the signature specimen of the company representative, in original;
▪ annex regarding the fiscal registration;
▪ type-declaration on the own responsibility of the representative declaring that no activity is carried out at the professional premises, at secondary or outside offices, or to establish compliance with the legal operating conditions established by the legislation in the health field , sanitary-veterinary, environmental protection and labor protection;
▪ the original agreement;
▪ documents attesting the rights of use on the professional premises or work points;
▪ special power of attorney for the company representative - this is established by the establishment agreement by the members of the family enterprise;
 
The process of setting up a family business in Romania, as well as its registration and authorization at the National Trade Register Office, are complex processes in which the team of lawyers specialized in the field of commercial law within Darie, Manea & associates can help you. Do not hesitate to contact us for professional legal assistance in this field.

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