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Start a Sleeping Partnership Company in Romania

We can professionally assist you and also provide you with all necessary additional details connected to the process of company formation. Our team of lawyers in Bucharest are here to clarify any ambiguity regarding this topic.

Question: How can I start a sleeping partnership company in Romania and what are the legal requirements, please?

Answer: First of all, you must know that there are many types of companies, but this time we are focusing on Sleeping Partnership Companies. To found such a company you have to write a legal document called articles of incorporation. In this document there must be mentioned the personal information of associates and their roles within the company. You must know that the law doesn’t enforce individuals to write a statute, as in the case of Limited Liability Company, but if the associates desire, they can prepare one.

For founding a Romanian Sleeping Partnership Company the law doesn’t mention a minimum number of associates, but imposes two types. 

The two types of associates are the active partners and the sleeping partners, and the difference between them consists in the kind of responsibility they have in the company.

Regarding the shareholders, you should note that the active partners have unlimited and joint liability for enterprise obligations. They have the right to manage the company and they can put their name in the company’s name.

The silent partners have limited liability within the limits of paid capital, therefore they cannot manage the company.

Regarding the registered capital for opening a Romanian Sleeping Partnership Company, the law doesn’t mention a minimum registered capital. Thereby, the associates have the freedom to decide its value, but then, the registered capital has to represent the company’s interest.

Another important aspect you must take into account when founding a company is the registered office where you are going to perform your activity. You can use your personal property as registered office, as long as you have the property certificate. Besides legalized copies of the property certificate you will also need the approval of owners association, in case the property is in an apartment building. In case you rent a space or you lease it, you also must provide the renting or leasing contract.

Of course, there are a lot of other important aspects that you should consider when you found a sleeping partnership company Romania, but we tried to simplify the information and provide a general overview in order to offer you some essential guidelines. For any other information, please do not hesitate to contact us!

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