The Romanian joint stock company (societate pe actiuni SA) is a limited liability company. The registered capital is of a minimum of 25.715 EUR or the equivalent of 90.000 RON, the minimum 30% of the subscribed registered capital, by every shareholder or partner. The number of shareholders in a joint-stock company is minimum 5.
The Romanian corporation has at least two shareholders. Shares could be nominative shares or bearer shares and can be freely traded or pledged. The minimum nominal value of one share is 1000 lei. The shares can be registered and to bearer. A joint stock company may be set up privately or by public subscription.
The requirement to have a Supervisory Board formed of at least 3 censors (at least one must be a certified accountant), appointed for a period of 3 years is mandatory. If there is more than one director (administrator) than a Board of Directors must be constituted.
The Memorandum of Association must indicate:
- the name and address of shareholders, as well as their nationality;
- legal form, name and, as the case may be, emblem;
- headquarters– head office of the company alongside with the location of proposed branches and subsidiaries;
- the nature of the business in which the proposed company will be engaged;
- subscribed share capital and paid share capital. The share capital paid up by each shareholder upon constitution of the company cannot be less than 30%. The remaining 70% should be paid in 12 months after the incorporation with the Romanian Trade Register;
- number, nominal value and type of shares;
- duration of the company;
- clauses on the management and control of the company;
- name, address and citizenship of company directors and any special powers or rights granted to them.
The joint stock company public subscription’s foundation requires a notary type document drawn-up and brought together with the Romanian Trade Register. This institution will officially state the conformity with Romanian legislation and will approve deliverance of the Memorandum.
Furthermore, a joint stock company formation by prospectus is accepted only if the entire registered capital outlined in the document has been paid and half of the prices of the shares subscribed for has been paid up into a bank account. If public subscriptions goes beyond the registered capital, as underlined in the prospectus, or are less than the sum proposed, a gendering of the associates must be organized in order to agree the necessary changes of the capital.
An official public announced (in the Romanian Official Gazette) setting-up meeting is required in 15 days from the end of the subscription in order to take note of the capital subscribed, agree on the value of any payment in kind, back up the starting point for profit-sharing between initiators of the business and other shareholders and assign managers and examiners.
The executive of a joint-stock company is hold by a Board of Directors, even though it is likely to have just one Manager. In any case half of the Administrators have to be Romanian people except the foundation regulation and corporate statute stipulates something else.
It is non-mandatory the executives to be shareholders, they are selected by the General Meeting of shareholders, which institutes their authority, for a period of most four years. They could be re-confirmed. Prior to beginning their job, it is required that the Managers place a guarantee, standing for minimum the charge of ten shares or double their monthly wage.
The incorporation / registration application of the Romanian company shall be accompanied by:
- the Articles of the Incorporation of the company;
- the proof of the transfer of the money according to the Articles of Incorporation (by-laws);
- the documents concerning the ownership over the distribution in kind;
- the documents attesting the operations concluded in the company’s account and approved by the partners;
- the statement on their own responsibility of the founders, administrators and auditors showing that they fulfill the conditions stipulated by the Law No/.31/1990, republished;
- the self-responsibility statements on the fact that the legal conditions for functioning are known and complied.
The company is registered with the Romanian Trade Register by issuance of a Registration Certificate. This provides registration code valid for both the Trade Register and the tax authorities.
The Registration Certificate also includes in a certificate of acknowledgement stating that all conditions for carrying out commercial activities are fulfilled. The company legally exists and has the right to start and run its activities from the date of its registration with the Trade Register.