Establishing an LLC
The document that establishes a limited liability company is called "articles of incorporation" and it is unique in its form. This kind of company can also be founded on the basis of a social contract and a statute or only with a statute in case there is just one associate.
In the articles of incorporation the main details which must be mentioned are: the personal information of the shareholders, the company’s name and its registered office, the company's activities specifying the main and secondary commercial activities and other specific aspects regarding the associates.
Set up Romanian LLC - The shareholders
Regulations regarding the setting up of a Romanian company allow a single shareholder to establish a Limited Liability Company. The law forbids this shareholder to be a unique partner in other limited liability companies and this corporation can only be established by a maximum of 50 associates. In the LLC, the shareholders respond within the limit of their contribution to social capital and the social obligations are guaranteed by the social patrimony.
Each shareholder has the right to attend the General Meeting of Shareholders, but also the duties and responsibilities which come with this position. Individuals who are completely banned to incorporate SRL Romania include those persons who were convicted for bad management, fraud, embezzlement, giving or taking bribes or other illegal activities mentioned in Law 31/1990.
The registered capital
In a limited liability company the registered capital cannot be less than 200 lei, the equivalent of 50 euro, and at the moment of registering the company with the Trade Register the associates must declare this amount. In order to set up Romanian LLC, the associates have the possibility to establish another registered capital according to their business. If in the beginning it is set a minimum amount, the limited liability company can increase the registered capital.
All companies must opt for a specific name which must be unique. No company has the right to use the name of a public authority, neither public institution nor company governed by the state.
The registered office
To open Romanian LTD you have to prove with documents the existence of a registered office, for example certified copies of the property ownership certificate. In case you have a personal property and you want to convert it into a registered office in order to open Romanian LTD, you need to submit to the file certified copies of the property certificate. No matter if you are the owner of this property or only a tenant or a lessee you will need the approval of the owners association or the tenants association.
In order to incorporate SRL Romania, the following documents and information are required:
• the shareholder’s personal information: full name, place and date of birth, residence and nationality;
• the general manager responsible with the management and running the company, individuals or legal persons;
• the company's name and registered office;
• the nature of the business in which the proposed company will be engaged, specifying the main and secondary commercial activities;
• data regarding the percentage of profits and deficit for each associate/shareholder;
• the information referring to the subscribed registered capital by each shareholder, the number and nominal worth of shares, the number of shares subscribed to each shareholder for his/her part.