Limited liability company in Romanian “societate cu raspundere limitata” or “SRL”. It obligations are secured with the company’s assets. The shareholders’ liability towards third parties is limited to their contributions to the company’s share capital. Only under certain exceptional circumstances (e.g. in the case of fraud of the company’s creditors if the shareholders abuse their limited liability and the distinctive legal status of the company), they may become liable without limitation (“piercing the corporate veil”).
Joint stock company in Romanian “societate pe actiuni” or “SA”,whose obligations are secured with the company’s assets. Stockholders are liable only up to the value of their subscribed contribution to the share capital.
General partnership in Romanian “societate in nume colectiv” or “SNC”, whose obligations are secured with the company’s assets and the unlimited and joint liability of the partners.
Limited partnership in Romanian “societate in comandita simpla” or “SCS”, whose obligations are secured with the company’s assets and the unlimited and joint liability of the general partners. Limited partners are liable only up to the value of their subscribed contribution to the share capital.
Limited partnership by shares in Romanian “societate in comandita pe actiuni” or “SCA”, whose share capital is divided into shares and whose obligations are secured with the company’s assets and the unlimited and joint liability of the general partners. Limited partners are liable only up to the value of their subscribed contribution to the share capital.
The organisation of general partnerships and limited partnerships is governed by a contract of association, while joint stock companies, limited partnerships by shares and limited liability companies are organized under a contract of association and by-laws (which may be concluded as a single document “Constitutive Deed” or “Articles of Incorporation”).
All companies must be registered with the Romanian Trade Registry Office, under the simplified registration procedure adopted by Law 359/2004, and they acquire a legal status as of their registration date. The setting-up is acknowledged through:
- the registration certificate issued by the Trade Registry, which specifies the individual registration code granted by the Ministry of Public Finance
- the ascertaining certificate reflecting the activities which the company is authorized to carry out at its registered address or, as appropriate, at its places of business or those activities which may be carried out by third parties.
The latter authorisation is issued based on a statement given by the applicant taking responsibility for legally carrying out the declared activities from the following standpoints:
- environmental protection
- labour protection
- sanitary veterinary protection.
According to the Company Law, contributions to a company’s share capital may be in cash, in kind or in receivables. A cash contribution is mandatory for the incorporation of any type of company.
The shareholders of each type of company must hold at least one meeting per year, within a maximum of five months after the end of the financial year, to approve the financial statements for the fiscal year which has just closed.
In general, the resolutions adopted in a General Meeting must be registered with the Trade Registry within 15 days of their adoption in order to become opposable to third parties, with penalties being imposed for non-compliance with this timeframe.
Companies, irrespective of type, are managed by one or several directors. In joint stock companies, if there is more than one director, the directors will form the Board of Directors. In limited liability companies, a Board of Directors will be organized only if the Articles of Incorporation provide for this. Directors can be individuals or legal entities, appointed either under the Articles of Incorporation, or by the general meeting of shareholders. Generally, in joint stock companies, directors and members of the Management Board and Supervisory Board may have a maximum 4-year term of office and they can be re-elected if the Articles of Incorporation do not state otherwise. The mandate of the first directors or members of the Supervisory Board cannot exceed two years. Directors have the following main duties:
- to ensure the timely payment of share capital contributions due by shareholders or partners;
- to comply with the rules on the distribution of dividends;
- to ensure that the company’s statutory records are kept according to law;
- to ensure the enforcement of the resolutions adopted by the meetings of shareholders;
- to fulfil all the duties required by law and by the Articles of Incorporation.
All types of companies must file their financial statements, on paper and in electronic format, or only in electronic format, with the local offices of the Ministry of Public Finance within a maximum of 150 days of the end of the financial year.
Companies with an annual turnover exceeding RON 10,000,000, representing the equivalent of approximately EUR 2,150,538, are required to publish in the Official Journal of Romania, part IV, a notice confirming the registration of their financial statements as mentioned above.
For companies with an annual turnover not exceeding RON 10,000,000 the Trade Registry Office will publish for free on its website a notice concerning the registration by companies of their financial statements. Listed companies must also file their financial statements with the Financial Supervisory Authority, as well as reports by their directors, censors and financial auditors.