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How to Easily Open a Romanian Joint Stock Company (SA)

Question: We want to establish a joint-stock company in Romania, which is the best way to do it? There are 2 shareholders in our case.

Answer: In Romania, this type of company can be established in two ways.

The first case involves two shareholders who can conduct commercial activities, they split the profit and have limited liability dictated by the paid capital.

The other alternative available in order to open an SA company in Romania is by public subscription, which implies that a subscription offer must be made to persons who are willing to invest in buying shares.

The joint-stock company opened in Romania is established with articles of incorporation, and the registered capital must be fully and simultaneously subscribed when registering the company. The persons who sign the articles of incorporation and also the ones who have an important purpose in founding the company are considered founders.

7 things you should consider when starting a joint-stock company in Romania

According to Law 31/1991, here are the most important details which must be mentioned in the articles of incorporation:

  1. the shareholders' personal information: full name, place and date of birth, residence and nationality;
  2. the company's name and registered office;
  3. the clauses regarding the business run and management techniques;
  4. the personal type of information concerning the managers’ residence, nationality, responsibilities, extraordinary powers or rights.
  5. the types of businesses the company will conduct;
  6. the  number, nominal value and type of shares;
  7. the subscribed share capital and paid share capital. The minimum share capital subscribed by each shareholder at the moment of the company incorporation cannot be less than 30%. The other 70% must be allocated in the following 12 months from the registration date.

Question: I am a legal person, can I start anSA company in Romania? 

Answer: Individuals interested to set up Romanian joint stock company should know that natural persons and also legal persons are allowed to establish these types of companies.

Question: What is the minimum registered capital required for setting up a joint-stock company in Romania?

Answer: The registered capital of a joint stock company opened in Romania cannot be less than 90000 RON or the equivalent of 25000 euros and it can be represented by shares which could be nominative shares or bearer shares, and can be freely traded or pledged.

To open an SA company in Romania, people should know that there are two possible alternatives:

  • by subscribed share capital and paid share capital offered by the individuals who sign the articles of incorporation and also
  • through public subscription. 

In the first case, the paid registered capital cannot be less than 30% from the subscribed one. The other 70% must be assigned in the following 12 or 24 months from the registration, depending on the contribution.

Question: Do we need a registered office when setting up a joint stock company in Romania?

Answer: In order to set up a Romanian joint stock 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. I

In order to incorporate a joint stock company Romania, in case you rented a place, you have to possess the renting contract.

These are the main details that you must take into account when deciding to open a SA company in Romania. Our law firm can help you register a joint-stock company with the Trade Register, as do not want to let bureaucracy stand in the way of your business plans. Start your SA in Romania hassle-free and in less time than you have imagined. We can schedule an appointment with one of our laywers in Bucharest at your convenience. Call us now for a free consultation.

 

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