Romanian Joint Stock Company (SA)

A joint stock company is a limited liability corporation with registered capital of a minimum of 25.000 EUR or the equivalent of 90.000 RON and with at least two shareholders. Shares could be nominative shares or bearer shares and can be freely traded or pledged. A joint stock company may be set up privately or by public subscription.

In order to incorporate a Romanian Joint Stock Company there are required the following documents and information:

• the shareholders' personal information: full name, place and date of birth, residence and nationality;
• the company's name and registered office;
• clauses regarding the business run and management modalities;
• personal type of information concerning the managers’ residence, nationality, responsibilities, extraordinary powers or rights.
• the types of businesses the company will develop;
• number, nominal value and type of shares;
• subscribed share capital and paid share capital. The minimum share capital subscribed by each shareholder at the very moment of setting-up the company can not be less than 30%. The other 70% must be allocated in the following 12 months from the registration.

The joint stock company public subscription’s foundation requires a notary type document drawn-up and filed together with the local Trade Register Office. This institutions will officially state the conformity with Romanian legislation and will approve deliberance of the foundation paper. Furthermore a joint stock company formation by prospectus is accepted only if the entire registered capital outlined in the document has been paid and half of the prices of the shares subscribed for has been paid up into a bank account. If public subscriptions goes beyond the registered capital, as underlined in the prospectus, or are less than the sum proposed, a gathering of the associates must be organized in order to agree the necessary changes of the capital.

An official public announced (in the Official Gazette) setting-up meeting is required in 15 days from the end of the subscription in order to take note of the capital subscribed, agree on the value of any payment in kind, back up the starting point for profit-sharing between initiators of the business and other shareholders and assign managers and examiners.

The law stipulates that resolutions are made by mainstream ballot in the General Meeting of the Shareholders (1 share = 1 vote). On the other hand General Meetings can be a regular assembly, hold no less than yearly or extraordinary, called in case of decisions engaging modifications of the Memorandum of Association. Meetings need a quorum of 75 % of the shareholders and a simple majority vote of the quorum is demanded to agree modifications in the Memorandum of Association. Unless the Memorandum of Association specifies something else, shareholders can very well vote proportionally with the share they have. Shareholders could entitle other shareholders through substitution contract, if statute don’t forbids it.

The executive of a joint-stock company is hold by a Board of Directors, even though it is likely to have just one Manager. In any case half of the Administrators have to be Romanian citizens except in the case that the company’s foundation regulation and corporate statute stipulates something else. It is non mandatory the executives to be shareholders, they are selected by the General Meeting of shareholders, which institutes their authority, for a period of most four years. They could be re-confirmed. Prior to beginning their job it is required that the Managers place a guarantee, standing for minimum the charge of ten shares or double their monthly wage.

The General Meeting of the Shareholders names no less than three examiners and three alternative examiners. No less than one of them have to be a authorized accountant. Most of the examiners and of the alternative auditors have to Romanian nationals. One of the examiners have to be recommended by the Ministry of Finance in case 20% of the company's share capital is owned by the State.

The words limited incorporated or corporation in its name (Societate pe Actiuni, S.A) distinguishes a joint stock corporation from the other types of businesses.

For any further details or information please do not hesitate to contact us.