Company formation in romania public limited company (SA)
Creation of a public limited company (SA) in Romania (societate pe actiuni in romania )
If you invest in Romania, then the limited company is one the options. A joint stock corporation is normally recognized by the use of the words limited incorporated or corporation in its name (Societate pe Actiuni, S.A).
The creation of a public company requires a minimum capital of the Romanian equivalent of 90000 RON. At the day of the creation at least 30% of the social capital is paid and if it is a creation by public subscription then this percentage increased to 50%.
Within 12 months from the registration (formation of the company in Romania) of the company at the local registry the social capital should be fully paid via a Romanian commercial bank. If you increase the capital, the maximum period for full payment for the new shares is 36 months.
A public limited company must have at least two shareholders, it may be natural - and legal persons. The partners of a limited liability company are only liable within the limits of their contribution to the company. The capital of a limited liability company is represented by shares in registered or bearer shares and may be freely tradable.
Each share has a nominal value of at least 0.1 new lei. In addition, all shares of equal value, because all members of a limited liability company have equal rights.
The management of a joint-stock company is assumed by a Council of Administration (Board of Directors), although it is possible to have only one Administrator. At least half of the Administrators must be Romanian citizens unless the articles of incorporation and corporate by-laws provide otherwise. The Directors do not necessarily need to be shareholders. The Directors are appointed by the General Meeting of shareholders, which establishes their powers, for a maximum mandate of four years. They may be re-elected. Before starting their activity, the Directors must deposit a guarantee, representing at least the value of ten shares or double the amount of their monthly remuneration.
Decisions are taken by majority vote at the General Assembly, a share represents a vote in principle but there may be restrictions placed on the voting rights of a shareholder who holds more shares.
At least once a year a general meeting of shareholders must be held. This meeting must take place within 3 days after the end of the fiscal year of the company. The financial statements will be disclosed to shareholders and the results are discussed.
Law No.99/1999, regarding certain measures for the economic reform acceleration, added new provision to the Company Law. Therefore, any shareholder is entitled to request information on the management of the company, maximum twice during a financial year. In addition, one or several shareholders representing at least 10% of company share capital may request the court to appoint experts which will be in charge with the analyses of certain operations in the management of the company. Such experts will draw up a report, which will be handed over to the auditors of the company.
The unnamed company is represented by the Board of Directors, which consists of one or more directors, they are elected for a maximum period of four years, this period may be renewed subsequently.
The Board has the authority to delegate his powers to a Management Committee. The directors of a public company must disclose the same information and submit the same documents as the directors of a private company. In establishing a limited company there should be a board of 6 censors. Their job consists of checking the activities of the company. At least one of these six censors must have an approved auditor. The censors are elected by the majority on the Assembly, increasing their mandate lasts 3 years. Afterwards they can be re elected for another mandate. The censors are accountable regarding their findings to the General Assembly. First they check the accounts of the company and keep an eye on them or clauses which were fixed by the statutes are not violated. If an irregularity is determined by the censors, they may convene a General Meeting.
A Romanian limited liability company may be listed on the Romanian stock exchange, the Bucharest Stock Exchange. The formal adoption of the CVNM (the Romanian stock exchange and commission) is required, the company should already have minimum 3 years activities and capital the company must be at least € 1 000 000.00 amounts, in some cases CVNM may decide to deviate from these conditions.
The constitutive act of the joint-stock company or of the limited partnership by shares shall contain:
a) the name and first name, place and date of birth, the domicile and citizenship of the associates, when they are natural persons; denomination, their registered office and the nationality of the associates, when they are legal persons; in case of a limited partnership by shares the active partners as well as the sleeping partners shall be clearly identified;
b) the form, denomination, the registered office and the emblem of the company, when there is the case;
c) the company's object of activity, specifying the field of action and its main activity;
d) the subscribed and deposited registered capital. At the time of setting up the subscribed registered capital, deposited by each shareholder, shall be no less than 30% of the subscribed capital, except where the law provided otherwise. The remaining of the registered capital shall be deposited within 12 months from the date of the company's incorporation;
e) the value of the assets brought as contribution in kind, the method of evaluation and the number of shares attributed against them;
f) the number and nominal value of the shares, specifying whether they are registered or on bearer; where there are different categories of shares the number, nominal value and the rights conferred to each category shall be specified;
g) the name and first name, place and date of birth, the domicile and citizenship of the managers, when they are natural persons; denomination, the headquarters and nationality of the managers, when they are legal persons; the guaranty which the managers are bound to deposit, the powers vested in them and whether they shall exert the said together or separately; the special rights of administration and representation granted to some of them. In a limited partnership by shares the active partners who represent and manage the company shall be identified;
h) the name and first name, place and date of birth, domicile and citizenship of the auditors, when they are natural persons; denomination, headquarters and nationality of auditors, when they are legal persons;
i) provisions regarding the management, functioning and control of the company by the statutory bodies, the controlling of the company by the shareholders, as well as the documents to which these shall have access in order to inform themselves and to exert control;
j) duration of the company;
k) method of profit distribution and loss bearing;
l) location of its subsidiaries - branches, agencies, representations or other offices of the same kind without legal personality - when they and the company are set up at the same time, or the conditions to set them up at a later date if such a setting up is considered;
m) special benefits reserved for the founders;
n) the shares for the sleeping partners in a limited partnership by shares;
o) operations concluded by associates on behalf of the company to be set up and which the company is going to take over as well as the sums of money to be paid for those operations;
p) method of dissolution or liquidation of the company.
Concerning the registration of the company and of the corporate headquarters is amended as follows from 23 July 2010:
a) The first registration of a company: For the notarization of the constitutive act or for certification of its date, one must present i) the document issued by the trade registry for proving the availability and reservation of the company’s name, and ii) its declaration on own responsibility in respect of being a sole shareholder in only one limited liability company.
Both the public notary and the person who certifies the date of the constitutive act will refuse to notarize/certify the date if the abovementioned conditions are not fulfilled.
b) The headquarters of the company: For the first registration of a company or for changing the headquarters, the following documents must be submitted at the trade registry:
• the document certifying the right to use the building as headquarters, registered at the fiscal authority from the National Agency for Fiscal Administration, in whose district the building is located;
• a certificate issued by the fiscal authority referred to in point a), attesting that, for the building used as headquarters there has not been recorded another document proving a previous transfer of the right of use or other contracts for the transfer of the right of use on the same building, if any;
• in case the certificate issued under point b) proves that there have already been registered at the fiscal authority other documents which attest the transfer of the right of use upon the same building, there must be submitted a statement on own responsibility in respect of the fulfilment of the legal conditions, as detailed in paragraph c. (see below)
By way of comparison, before this amendment, there were no documents from the fiscal authority needed to be submitted to the trade registry, neither for the first registration, nor for changing the premises.
c) Legal conditions in respect of the headquarters At the same premises, several companies can be registered only if the building, by its structure and surface of use, allows the carrying on of the activity of more companies, in different rooms or separate places. The total number of the companies can not exceed the number of the rooms or separate places.
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