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

The joint-stock company is one of the business forms that can be incorporated in Romania. It offers limited liability to its founders and is capital is divided into shares. In this article, our team of Romanian lawyers answers some of the most commonly asked questions about the traits and the formation of this business form.

Choosing the right type of company can be based on several factors, among which the desired size of the future business, whether or not it will go public, and also the number of founders and the available capital. The joint-stock company, or SA, is a business form more suited to large corporations and one that has a larger share capital compared to other types of companies such as the SRL.

Our team of attorneys in Romania can help foreign investors who are interested in opening a business. We provide complete incorporation services, throughout all of the phases of company formation in Romania. Please keep free to reach out to us if you need more information, other than that presented in this SA incorporation guide.

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.

We remind investors that this type of company is established with a minimum of two shareholders, with no nationality restrictions. However, there is no maximum number imposed for this business form. One of our lawyers in Romania can provide more details about the conditions for shareholders.

Spouses who own stock in a company or have other shared assets can discuss with us how these will be treated in the event of divorce in Romania. If you wish to know more about the divorce proceedings in and out of court, as well as other matters such as child maintenance or custody, our lawyers specializing in divorce can answer your questions. You can contact us for more details.

Question: I am a legal person, can I start an SA 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. The same rule for national and foreign founders also applies in case of legal persons, meaning that there are no nationality restrictions (the SA can be incorporated by a foreign legal person).

The company formation process can be handled by our team of lawyers, especially in case of foreign investors, natural or legal persons, who cannot be present in the country during all of the stages. Our team will help draw up the incorporation documents and will represent you in front of the Romania authorities, such as the National Trade Register Office or the Ministries that issue subsequent special permits and licenses, like the National Company for Road Infrastructure and Administration (for special transport permits).

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.

One of our lawyers in Romania can provide more details on the minimum capital, the cash, and the in-kind contributions as well as other issues related to the shareholding structure and the distribution of capital.

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. 

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

Businessmen who want to invest in Romania and open an SA company can also do this via a virtual office. The address of the office will be used in the company’s constitutive documents as the registered office address. This option is suitable for companies that are not bound to their place of business and those corporations that can have their employees work mostly remotely, thus maintaining a high degree of flexibility. An important advantage when working in this manner is the one related to reduced costs: there are none for renting an office space and the monthly utilities or the costs for the initial equipment needed for the office. You can reach out to the team at our law firm in Romania for information on the available virtual office packages.

Important information about starting a joint-stock company  presented by our lawyers in Romania

Our attorneys in Romania present the most important details that must be mentioned in the articles of incorporation according to Law 31/1991:

  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.

Our Romanian lawyers remind investors that an SA company, like any other type of business form incorporated in the country, needs to have a unique business name. In fact, we recommend preparing more than one company name in case the first choice is not available. Some of the main guidelines for choosing a company name are the following: it must be written in the Latin alphabet and it cannot contain words such as “scientific”, “academic”, “University”, “school” or others. Several other words need special approval.  Name registrations take place at a national level and a preliminary verification can be performed before the company registration phase begins. The name can be verified with the National Trade Register Office.

SA taxation in Romania

A Romanian joint stock company is taxed on its worldwide income, based on the  principle of residence in the corporate taxation law (a company is a tax resident if it is incorporated as per the rules in force or if its main management place is in Romania). Below, our team of lawyers in Romania lists the main types of taxes:

  • 16% for the standard corporate tax rate, with a smaller rate of 1% or 3% for small, qualifying companies;
  • 2.25% of the employee’s gross salary is the employment insurance contribution that needs to be paid by the employer;
  • 0.008 – 0.2% is the real property tax for a building owned by a company in case of residential buildings and 0.2% to 1.3% in the case of nonresidential ones;
  • 5% is the general withholding tax on dividend payments made to a non-resident company; other withholding taxes are higher, at 16% for interest and royalties.

Depending on the business field in which the SA company activates, other sector-specific taxes may apply. You can always reach out to the tex experts at our Romanian law firm for more details about the taxation rules and regulations in Romania.

Are you also interested in buying property in Romania once you open a business here? Our team can provide you with detailed information about the process, and one of our attorneys can act on your behalf if you cannot be present in the country during the entire sale/purchase phase. We also advise our clients to perform real estate due diligence and we offer this service upon request.

These are the main details that you must take into account when deciding to open a SA company in Romania. Our law firm in Romania 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 Romania at your convenience. Call us now for a free consultation.