The share capital of a Romanian Limited Liability Company (LLC) can’t be less than 42 euros (200 Romanian lei), but there is no maximum limit for it. Social capital may be increased at any time. This change must be registered with the Romanian Trade Registry. Depending on the method you choose to increase the capital, by infusion of capital, by converting the debt into share capital, or by issuing new shares, the procedure can be more or less complicated. In this respect, the advice given by a lawyer specialized in commercial, corporate and M&A law in Romania is necessary, according to lawyers from Pavel, Mărgărit & Associates Romanian Law Firm.
Why is it worthwhile for a Romanian Limited Liability Company to increase its share capital? Social capital represents the financial or asset contribution of the Romanian company’s shareholders, when they establish the company. Increasing social capital is a benefit for the shareholders, if we think about how this contribution can be used.
The amounts of the capital representing the contribution to the incorporation of the Limited Liability Company or the increase of the capital of the LLC can be used in the day-to-day business of the Romanian company for the purchase of goods or services, or for the payment of wages and taxes.
Also, from a certain level of social capital, a company may choose to pay the tax on profit instead of the turnover tax.
The share capital must be mentioned on the documents issued by the company, such as the decisions of the general assembly of shareholders, the decisions of the sole shareholder, or the company’s invoices.
What are the documents you need in order to increase the social capital:
1. Application for registration;
2. The decision of the general assembly of the shareholders or the decision of the sole shareholder / the Board of Directors / the directorate;
3. If the increase of the capital is made through contribution in kind, proof of ownership of the associate / shareholder / member on the contribution in kind; if the contribution is made up of a building, the land book extract is also attached;
4. If the share capital increase is made by contribution in kind, you will need the evaluation report drafted by the expert appointed by the director of the Romanian Trade Register Office attached to the tribunal or by the designated person or persons;
5. If the increase of the registered capital is made by cash contribution, you will need the evidence regarding the payment of the contributions to the share capital;
6. The Founding Act;
7. The issue prospectus having the signatures of two of the directors and two members of the directorate in case of public subscription; in the case of companies governed by the capital market legislation, the prospectus for issuance will be endorsed by ASF;
8. If applicable:• the financial statements and the balance sheet in case that the increase of the share capital is made by incorporating the reserves / benefits / emission premiums;• the document proving the receivable, the financial statements and the accompanying balance, if the increase of the share capital is made by converting certain receivables, liquid and cert;• evidence of the issuance, subscription and payment of bonds, the decision of the general meeting on the issue of bonds convertible into shares and the appropriate decision of the general meeting of the bondholders, if the increase of the share capital is made by the conversion of the bonds into shares;
9. If applicable:• Declarations given on own responsibility by new associates who, by way of increase, have acquired shares showing that they meet the legal conditions for holding these qualities;• as the case may be, the authenticated declaration on own responsibility of the foreigner in his / her own name or as a representative of the foreign legal entity not registered in Romania, showing that there are no tax liabilities;• certificate from the register in which the foreign legal person is registered, certifying its existence;• empowerment for persons designated to carry out legal (original) formalities;10.Evidence of payment of the legal tariff.
The registration procedure with the Romanian Trade Registry usually takes 3 days.
The increase of the share capital can lead to a change in the roles played by shareholders in the Romanian Limited Liability Company. For example, if one shareholder holds, after the increase, the majority of the share capital, he / she will have the decision-making power in the Romanian company. That’s why it’s a good idea to use the advice of a specialist consultant, such as a commercial, corporate and M&A lawyer in Romania, before you raise your Limited Liability Company’s capital. In addition, he can perform all the related tasks, such as filing the file and filing documents with the Romanian Trade Registry, according to Romanian corporate lawyers Pavel, Mărgărit & Associates Romanian Law Firm.
Pavel, Mărgărit & Associates Romanian Law Firm is one of the top law firms in Romania, which offers legal services at the highest quality, beyond client’s expectations. The Law Firm approaches the cases with maximum professionalism and dedication. It’s ultimate goal is obtaining exceptional results and achieving the client’s objectives, in a time efficient manner. Among Pavel, Mărgărit & Associates clients are top multinationals and local companies. In 2018, the success stories of the Romanian Law Firm have brought recognition of the most prestigious international guides and publications. Thus, Pavel, Mărgărit & Associates Romanian Law Firm ranked second place in Romania in the rankings of business law firms with the most relevant expertise this year, realised by the Legal 500 publication, the most prestigious guide for law firms in the world, based in London, UK. The law firm is also recognized internationally by IFLR 1000 Financial and Corporate Guide 2018. Pavel, Mărgărit & Associates Romanian Law Firm is also the only law firm in Romania recommended by the Global Law Experts Director in London in the Dispute Resolution area of Practice. All the relevant information regarding Pavel, Mărgărit & Associates Romanian Law Firm including areas of practice and the most important deals can be found on the website www.avocatpavel.com, which is one of the most complex law firm websites in Romania.