The Black Sea coast of South East Europe is where Romania is situated. It is an independent country with a two-house democratic government and a unified semi-presidential republic governmental structure. Additionally, it belongs to the European Union (EU).
A limited liability business having a minimum authorized equity of €25,000 and at least two stockholders can be designated as a Romanian Joint Stock Corporation (SA). Similar rights to start enterprises and create legal organizations are provided under Romanian legislation to both domestic entrepreneurs and overseas businessmen. Expats are permitted to own 100% of the stock of a joint stock corporation.
Registration of JSC in Romania
The following documentation and data must be provided to the local firm regulator to create a joint stock organization in Romania:
- Identification details of the stockholders;
- Details of the company;
- Location of the business;
- Corporate activities list;
- Personal information of all managers;
- Types and numbers of shares; and
- Subscribed share capital.
Registration requisites
The following are the prerequisites for every SA operating under Romanian law.
Company’s name
The title chosen by the proprietor must not be taken by another Romanian business. Before to licensing, a title may be booked with the Commercial Registrar’s Agency. The firm name must be supplemented with the form of the firm’s abbreviation. A joint stock corporation must therefore use the letters “SA,” which stands for “Societate pe Actiuni,” at the conclusion. The Commercial Record Bureau must give its authorization for the name.
Community subscription
A brochure must be issued by joint stock firms with shares distributed via public subscriptions. All of the creators must approve this form before submitting it to the state Company Registrar, which will grant marketing permission. Additionally, at least 50% of the firm’s registration equity must be paid for. Said monies will either be transferred to the Accounts and Assets Department or a financial institution.
Directors
The corporation’s panel of governors has the authority to make executive decisions. To oversee day-to-day activities, a least one supervisor must be chosen. Romanian nationals must make up at least 50% of the organizational hierarchy unless otherwise specified by the rules prescribed and business policies. Investors are not required to be governors. They are chosen at the annual meeting of stockholders for terms of up to four years, but they are eligible for reelection after that. Directors shall deliver security equal to at least 10 units or twice their yearly remuneration before commencing their duties.
Minimum share capital
The minimal shareholding requirement is set at EUR 25,000. Like-kind donations are permitted by law, but the startup money must be registered and provided in cash. Units of equivalent worth are created from ordinary shares. Shares must be worth at least 10 RON, a 300 RON firm can only distribute 30 units as a result.
Shares
A SA must have at least two stakeholders. All shareholders may be foreign nationals with addresses outside of Romania. Corporations or individuals may be stockholders. Bearer securities are accepted in Romanian SA.
Registered office address
Entities must have a regional established headquarters site where they can receive legal notifications, and complaints, for revenue management and legal enforcement. The corporate headquarters must keep all necessary corporation documentation on file. P.O. boxes are not permitted. The lease agreement is acceptable as verification of the recorded location. An exact copy of the landlord’s estate title must be included in the lease.
Annual business meetings
Yearly board sessions are necessary for joint stock industries. 75% of the stakeholders must be present to form a majority. A popular vote is required to pass a proposal, and each share counts as one vote.
Accounting
There must be at least three accountants and three assistant inspectors selected, with the plurality being Romanian citizens. If the Government owns at least 20% of the equity, the Treasury Department must suggest the appointment of one accountant.
