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How to Establish a Romanian Partnership Limited by Shares

Question: What are the articles of association needed to open a Partnership Limited by Shares in Romania?

Answer: The Romanian Partnership Limited by Shares is established under a company contract and statute that can be completed as a single register, called articles of association. In the articles of incorporation, the main features which must be mentioned are:

  • the personal information of the shareholders;
  • the company’s name and its registered office;
  • its profile, specifying the main and secondary commercial activities and other details regarding the associates.

Question: How can I establish a partnership limited by shares in Romania, given the fact that we are a group of shareholders who want to be active partners?

Answer: There are two possibilities to establish a Romanian partnership limited by shares. 

First method involves two types of shareholders: active partners who have unlimited and joint liability for enterprise obligations and silent partners, who have limited responsibility within the limits of paid capital. In this case, it is mandatory to introduce a contribution of capital from at least two shareholders.

The second method to establish a Romanian partnership limited by shares, by public subscription, implies an offer made to persons who are interested in an investment.

Question: What are the differences between a partnership limited by shares and a joint-stock company opened in Romania?

Answer: The Romanian Partnership Limited by Shares differs from the joint-stock companies only in the unlimited and joint liability ,for enterprise obligations, which active partners have.

Question: What is the registered capital for starting a  Romanian partnership limited by shares. Also, do we need a registed office for this type of company?

Answer: The minimum amount of registered capital for establishing this type of company in Romania is 90.000 lei, around 25.000 euro. You cannot establish a limited joint-stock company with a registered capital less than 25000 euro.

When establishing a company you must prove that your activity takes place in the registered office you declared to the authorities. You can use your private home as a registered office, but if it is located in an apartment building you must obtain the approval of owners association or tenants association and the property certificate. In case you rented a place, you have to possess the renting contract.

These are guidelines which you should take into consideration when establishing a partnership limited by shares Romania. Our law firm has experienced lawyers in Bucharest who can help you register a partnership limited by shares company with the Trade Register at any time. Call us now for a free consultation.

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