Limited liability company in Romania

Limited liability company in Romania

Minimum share capital requirements   The Romanian applicable legislation does not provide any minimum share capital of a LLC, or the minimum amount of a share.

Number of shareholders   A Romanian LLC may be incorporated and held by a sole shareholder. The maximum number of shareholders is 50.

Liability of the company’s shareholders   

As per the Romanian Companies Law, the shareholders in limited liability companies are only liable up to the amount contributed with the company’s share capital.

As an exception, the shareholder who, in fraud of the creditors, abuses of such privilege of limited liability and distinctive legal personality of the company, will be held fully liable for the unfulfilled obligations of the dissolved and liquidated company.

The shareholder shall be liable unlimited provided it takes benefit of the company’ assets as it were its own assets, or if such shareholder undertook actions that diminished the company’s assets for its personal benefit or for the benefit of a third party, while being aware or should have been aware that in this manner the company will no longer be able to perform its obligations.

Representatives (persons with signing powers) 

 A limited liability company may be managed by one or more directors, who may represent such company together or individually, as per the provisions set forth within the articles of association.

A limited liability company may set up a Board of Directors, with clear limitations of powers in the articles of association.

Nevertheless, the applicable law does not provide for any requirement related to the number of directors.

The articles of association may also provide that the directors are entitled to delegate certain powers to third parties, for instance the representation powers in relation to the Romanian authorities. However, in addition to the liability for their own deeds and decisions, the directors will also be liable towards the company for the damages caused by the managers or the “employed staff”.

General Meeting of the Shareholders (“GMS”) 

As a first note, whenever the LLC has a sole shareholder, the decisional body shall be the sole shareholder, issuing decisions. Whenever the LLC has multiple shareholders, the decisional body shall be the GMS, issuing resolutions.

The GMS issues resolutions the absolute majority of the shareholders and the shares held in the company, if the articles of association do not provide otherwise.

The applicable law sets forth stricter requirements, e.g. provided that the articles of association does not set forth different requirements, for the transfer of shares the resolution shall be taken by the shareholders representing at least ¾ of the share capital.

In addition, for the amendment of the articles of association the unanimous approval of the general meeting is required. This requirement, nevertheless, may also be waived under the articles, e.g., stating that only the simple majority of the votes is required in the GMS to amend such articles.

Furthermore, the formalities and the convening proceedings are rather straightforward with respect to the limited liability companies. The general applicable term for the convening formalities is 10 days prior to the GMS date, unless another term is provided under the articles.

Moreover, the shareholders (acting unanimously) may decide to hold a meeting at any time and to waive the convening formalities.

GMS may also be held via correspondence or by electronic means – video/telephone conference – provided this possibility is expressly stated under the articles of the respective LLC.

Time required for registration   

The procedure for the incorporation of a limited liability company takes 3 – 5 days as of the date when the complete set of incorporation documents are submitted with the Trade Registry. The Trade Registry clerks may request additional documents and/or information, and in such case the incorporation process may be longer.

Documents required for LLC registration 

The file to be submitted with the Trade Registry for the company’s registrations includes a limited number of documents, including the following main documents:

·         proof of name reservation (obtained by following a simple online process);

·         company’s articles of association;

·         resolution(s) of the competent corporate body of the shareholder(s);

·         Trade Registry excerpt(s) issued with respect to the shareholder(s) and letter/certificate of good standing in respect of the shareholder;

·         affidavits given by the shareholder(s) and the director(s) of the company;

·         copies of the directors’ identity documents and signatory specimens issued by the same;

·         Ultimate Beneficial Owner statement;

·         necessary documents certifying the rights of use for the headquarters (e.g., lease/ sublease/ bailment agreement, etc.).

Costs of registration, modifications 

The costs related to the necessary payments with the Trade Registry are around RON 200 (approx. EUR 41).

Registered seat   

The company must duly establish a registered seat, when submitting the application for its incorporation with the relevant Trade Registry.

In this respect, prior to its incorporation, the company to be incorporated must sign a lease/sublease/ bailment agreement, which will be further submitted with the Trade Registry for proving the company’s right of use over the premises.

In addition, the company may temporary establish its headquarters at a law firm’s registered office, however the applicable law does not allow for such company to perform business activities at such headquarters.

Audit requirements 

Medium and large entities are subject to mandatory financial audit if they meet at least two of the following criteria: (i) total assets: 17,500,000 RON – the equivalent of EUR 3,946,953; (ii) net turnover: 35,000,000 RON – the equivalent of EUR 7,893,906; and (iii) average number of employees within one financial year: 50).

Furthermore, the company shall be subject to the mandatory financial audit if at the date of balance sheet, the company exceeds the limits of at least two of the following criteria for a period of two consecutive financial years: (i) total assets: 16,000,000 RON; ; (ii) net turnover: 32,000,000 RON (iii) average number of employees within one financial year: 50.

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