The Company Law allows for the incorporation of a company with one shareholder. However, an individual or a legal entity cannot be sole shareholder in more than one LLC. Furthermore, an LLC with one shareholder may not be the sole shareholder of another LLC.
The share capital of an LLC may not be less than RON 200, representing the equivalent of approximately EUR 43 and is divided into shares (in Romanian, ”parti sociale”) with a registered value of at least RON 10 each. Shares are not marketable titles but they can be transferred among shareholders and to third parties.
The general meeting of shareholders is the main decision-making body of the company. The main obligations of the general meeting of shareholders are:
- to approve the annual financial statements and the distribution of profits;
- to appoint the directors and censors or, as applicable, the internal auditors; to revoke them and to decide upon contracting a financial audit where this is not compulsory according to law;
- to decide upon the liability of directors and censors or, as applicable, of the internal auditors, for any prejudice caused to the company;
- to amend the Articles of Incorporation.
Directors may undertake any operations required for the business of the company, except for the restrictions or limitations set out in the Articles of Incorporation or by the general meeting of shareholders.
The Articles of Incorporation may provide for the election by the shareholders of one or several censors or of a financial auditor, but the appointment of censors or of a financial auditor is mandatory only in certain cases – for instance if the company has more than fifteen shareholders.
According to the Company Law, an LLC must keep a shareholders register, to record the shareholders’ identity and any share related issues.