Romania Company Law

Company Law No. 31/1990 is the primary legislation that regulates registration and operation of companies in Romania. You will find below the key extracts from the  Romania Company Law along with the full act.

Company Name

The name of the company may not be similar to any other Romanian company. Company names must be approved and reserved by the Trade Register Office. Words suggesting geographical locations are restricted and special approval is required from the government to use the word ‘Romania’

Registered Office and Registered Agent

All trading companies must have a registered office where documents may be legally served on the company. The registered office must be a physical address in Romania.

Articles of Association

The general partnership or the limited partnership shall be set up by means of a memorandum of association, while the joint-stock company, the partnership limited by shares or the limited liability company shall be set up by means of a memorandum and articles of association

The limited liability company can also be set up by the act of will of a single person. In this case only the articles of association shall be drawn up

The memorandum and articles of association may be drawn up as a single document entitled the constitutive act

When only the memorandum of association or only the articles of association are concluded, they may also be called constitutive act. Within the present law, the term of constitutive act designates both the single document and the company’s memorandum of association and/or articles of association

In case the memorandum of association and the articles of association are separate documents, the articles of association shall include the identification data of the shareholders and clauses which govern the organisation, operation and performance of the company’s activity

The constitutive act shall be concluded under private signature, shall be signed by all shareholders or, in case of a public subscription, by the founders.

The authenticated form of the constitutive act shall be mandatory when:

• Among the goods subscribed as contribution to the share capital there is a property;
• A general partnership or a limited partnership is set up;
• A joint-stock company is set up by public subscription.

The constitutive act shall also acquire a certain date after being submitted to the trade registry office.

• The signatories of the constitutive act, as well as the persons with a decisive role in the setting up of the company shall be considered founders.
• The persons who, according to the law, are incapacitated or have been sentenced for offences against the assets by breach of trust, offences of corruption, embezzlement, forgery, tax evasion, for the criminal offences provided by Law no. 656/2002 for the prevention and sanctioning of money laundering, as well as for certain measures for the prevention and combating of financing terrorist acts, as republished, or for those provided by this law, cannot assume the position of founders.

The constitutive act of the general partnership, of the limited partnership, and of the limited liability company shall contain:

• The identification data of the shareholders; in case of a limited partnership, the active partners shall be identified
• The form, name and registered office
• The company’s object of activity, the field of action and the main activity
• The share capital, with special mention of each shareholder’s contribution, whether in cash or in kind, the value of the contribution in kind and the manner of evaluation. In a limited liability company, the number and the nominal value of all shares, as well as the number of shares attributed to each shareholder for his contribution shall be specified
• The shareholders who represent and manage the company or the non-shareholding directors, their identification data, the powers vested in them and whether they are going to exert the powers together or separately

In the case of limited liability companies, the identification data of the first censor or of the first financial auditor, if there are appointed censors or financial auditors;

• Each shareholder’s share in the profits and losses
• Secondary units – branches, agencies, representations or other units of the same kind without legal personality – when these units and the company are set up at the same time, or conditions to set them up at a later date if such a set-up is considered
• Term of the company
• The method of dissolution or liquidation of the company

Directors

LLC company can be established by one participant who is natural person or legal entity.

Shareholders

An LLC can have as few as one shareholder, but the number of the shareholders cannot exceed fifty.

Liability of Administrators/Directors

The Administrators of a LLC are jointly liable towards the company for failing to take actions required by law in order to obtain payments from the shareholders which have not paid in full the subscription price for their shares, for the legality of paid dividends, for the maintenance and safekeeping of books and records of the company required by law, for the execution of the decisions of the general meeting of the shareholders and for the strict compliance with the obligations imposed by law and the Constitutive Act of the company.

Also, the Administrators and/or Directors acting in breach of their duties are liable for the respective damages caused to the company.

Certificate of Good Standing  

A Certificate of Good Standing confirms a Romanian company has a status of good standing with the Ministry of Justice under the Romania Companies Act 1990.

The certificate is used to confirm the company’s continued legal existence. It also confirms that all administrative requirements pertaining to the company’s continued registration have been complied with

Company Dissolution

The company shall be dissolved by:

• Expiry of the period established for the term of the company
• Impossibility to carry out or fulfil the company’s object of activity
• The declared nullity of the company
• The decision of the general meeting
• The court decision, upon the request of any one of the shareholders, for justified reasons, such as serious dispute between the shareholders that hinder the company’s operation
• Company’s bankruptcy
• Other reasons as prescribed by the law or by the company’s constitutive act

The shareholders must be consulted by the board of directors or by the directorate, at least 3 months prior to the company’s expiry, with regard to the possible extension of its term. When such consultation lacks, at the request of any one of the shareholders, the court may order, by an interlocutory judgment, the carrying out of the consultation.

If the procedure provided fails to be fulfilled, upon the expiry of the duration mentioned in the constitutive act any person concerned or the National Trade Registry Office may notify the delegated judge to ascertain the dissolution of the company