Founding a Company in Romania
att. Magdalena Popeanga
popeanga@dreptonline.ro
According to Romanian Legislations, there can be settled up five types of companies:
 General Partnerships: Societate in Nume Colectiv (SNC)
- Limited Partnerships: Societate in Comandita Simpla (SCS)
- Private Limited Liability Companies: Societate cu Raspundere Limitata (SRL)
- Joint Stock Companies: Societate pe Actiuni (SA)
- Limited Joint Stock Companies: Societate in Comandita pe Actiuni (SCA)
A company can be either public or private, with a limited or unlimited liability.
- Private Limited Liability Company (Societate cu Raspundere Limitata - SRL) - set up by at least one person and maximum 50.
Minimum share capital is set to 2,000,000 ROL.
This kind of company can not issues shares or bonds. It can not be listed on the stock exchange.
Manager of that type of company can be one or more persons, associates or not (romanian or not) or a company.
The company can operate almost any kind of business, except banking and other financial activities.
Decisions are made by majority vote in the General Meeting of the Shareholders where 1 share = 1 vote.
- Joint Stock Companies (Societate pe Actiuni) - set up by at least five shareholders.
Minimum share capital is set to 25,000,000 ROL.
A joint stock company may be set up privately or by public subscription.
This kind of company can issue shares and offer them to the public.
Manager of that type of company can be one or more persons, associates or not (romanian or not) or even a company.
The capital may be in Romanian currency or a hard currency and/or assets or property.
Private Limited Liability Company (SRL) and Joint Stock Company (SA) have in common that the the responsibility of the company's associates is limited to the company's existing assets.
A Company registred in Romania and having the office in Romania is considered Romanian.
- Representative Offices - representative offices can be set up by a foreign company in Romania.
Representative office cannot manage commercial activities on their behalf, but they are can promote and/or supervise the parent company's business.
- Branches and Subsidiaries - Branches and Subsidiaries can be opened in Romania by a foreign company.
But it is very important to know that a Subsidiary has a legal personality and is considered a Romanian entity while the Branch is only an extension of the parent company and it has no legal personality and no independence.
Company regime:
- Legal Framework Company Law No. 31/1990; Law no. 359/2004
- Legal Framework Competition Law no. 21/1996; Unfair Competition Law no. 11/1991.
- Legal Framework Law no. 64/1995 on the Procedure of Judicial Reorganization and Bankruptcy; Law no. 83/1998 on the Banking Bankruptcy Procedure; Law no. 149/2004
Romanian Law
Termeni juridici, grupare tematica
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