Establishing a joint-stock company in Romania
Commercial lawyer in Romania. Establishing a joint-stock company in Romania
A joint-stock company in Romania represents a form of commercial and economic activity, based on capital, in which the shareholders are liable for the company’s losses only up to the value of the shares they hold.
The joint-stock company in Romania operates with a minimum of 2 shareholders, who can be either natural or legal persons. Decision-making within a joint-stock company in Romania is based on each shareholder’s contribution to the share capital of the company, and the liability of directors in Romania for the company’s obligations is limited to the value of the shares they own. Regarding the process of establishing a joint-stock company in Romania, there is a minimum share capital in Romania that shareholders must deposit, amounting to 90,000 lei. Among the advantages of a joint-stock company in Romania are the possibility of raising capital through bonds in a joint-stock company in Romania, the possibility of listing on the Stock Exchange for open companies, or the possibility of constituting capital through public subscription, which means that a joint-stock company in Romania can raise the minimum share capital in Romania necessary for its activities by selling shares to the general public. A company can attract additional capital by borrowing money from investors in exchange for issuing bonds in a joint-stock company in Romania. These bonds in a joint-stock company in Romania are debts that the company is obligated to repay, along with the associated interest, within a certain period of time.
Company formation lawyer in Romania. Steps to set up a joint-stock company in Romania
The procedure for establishing a joint-stock company in Romania involves steps similar to those for setting up LLC, but there are also some essential differences determined by the legal and organizational particularities of each form of economic activity. Thus, as a first step for establishing a joint-stock company in Romania, shareholders must consider reserving the company name through the Romania Trade Registry portal. The Romanian law firm Pavel Mărgărit and Associates recommends consulting a company formation lawyer in Romania or a joint-stock lawyer when you want to carry out any operation related to the Romania Trade Registry, such as the establishment of a joint-stock company in Romania or the amendment of articles of incorporation in Romania, as they can handle the drafting of documents to cover all legal aspects and representation before the Romania Trade Registry, ensuring that these are correctly prepared and that the procedure will be fast and efficient.
Selecting the object of activity is also an essential step for carrying out the economic activity of a company, and a joint-stock company in Romania offers administrators the possibility to choose from a wide range of activities, according to the norms of the CAEN code.
After establishing the shareholders, the company name, and the object of activity, the next step is the drafting and authentication of the articles of association in Romania if there are in-kind contributions to the minimum share capital in Romania. This will include identification information of the founders and all identification data of the company, such as name, registered office, legal form, object, minimum share capital in Romania, management method, liability of directors in Romania, distribution of income, as well as other essential aspects regarding the functioning of the general assembly. The information in the articles of association in Romania can be updated over time or whenever the shareholders desire, by following the procedure for the amendment of articles of incorporation in Romania at the Romania Trade Registry, with the help of a commercial lawyer in Romania or a lawyer who offers legal consultancy in Romania.
To fulfill all legal formalities, the articles of association in Romania must be authenticated by a notary, especially if there are in-kind contributions from shareholders. Therefore, a commercial lawyer in Romania or a company formation lawyer in Romania can represent you before the public notary to save time. The Romanian law firm Pavel Mărgărit and Associates collaborates with top professionals in the field, including notaries, bailiffs, or legal experts, which is why a company formation lawyer in Romania from our team can assist you before the public notary for the authentication of the articles of association in Romania.
As the final step for establishing a joint-stock company in Romania, it is necessary to register the company with the Romania Trade Registry by submitting the identity documents of the administrators, proof of the right to use the space used as the registered office, proof of depositing the minimum share capital in Romania, the articles of association in Romania, and a few other declarations that prove the legality of the company. In addition, a power of attorney is required if the procedure is carried out through a lawyer who offers legal consultancy in Romania.
Joint-stock lawyer. Distribution of dividends for shareholders in Romania
Following the establishment of a joint-stock company in Romania, where multiple individuals hold shares in the company, there are also certain aspects related to the distribution of dividends for shareholders in Romania. These represent the portion of the company’s net profit allocated to each shareholder. Thus, individuals entitled to receive dividends for shareholders must be recorded in the company’s records or in those provided by the independent private shareholder register, corresponding to the reference date. The decision to distribute dividends for shareholders in Romania and their value is determined by the general assembly of shareholders, taking into account the profit achieved and the distribution policy adopted through the articles of association in Romania at the time of establishment.
A lawyer for mergers and acquisitions in Romania can assist you in the process of drafting or amending the articles of association in Romania so that the method of income distribution is transparent and fair to all parties involved. Additionally, a joint-stock lawyer can ensure the drafting of clear regulations regarding the liability of directors in Romania to avoid potential misunderstandings that might arise within a company.
The Romanian Law Firm Pavel, Margarit and Associates provides legal advice and legal assistance services in corporate law, especially regarding assistance in establishing a joint-stock company in Romania. A joint-stock lawyer in Romania can support you in establishing a joint-stock company in Romania, having great experience in commercial law. In order to benefit from our professional support and advice, we invite you to fill in the contact form available on our website https://avocatpavel.com/contact/.
Don’t navigate these challenges alone. Contact Us today for expert assistance tailored to your needs.
Lawyer for mergers and acquisitions in Romania. Company restructuring in Romania
Due to reasons related to the minimum share capital in Romania, changes in economic conditions, or even mergers and acquisitions in Romania, shareholders may decide to change the legal form of the company by following the procedure for the amendment of articles of incorporation in Romania. Being a significant change in the company’s operations, the decision of company restructuring in Romania by changing its legal form is made by a majority of at least two-thirds of the voting rights held by the shareholders present at the meeting or represented. In such situations, consulting a lawyer for mergers and acquisitions in Romania is a recommended option to explain in detail the implications of such a change and to assist in the process of amendment of articles of incorporation in Romania and operations before the Romania Trade Registry.
The Romanian law firm Pavel Mărgărit and Associates offers legal services at a high professional standard in various areas of practice, including those concerning the establishment of a joint-stock company in Romania. Our team demonstrates a complex understanding of the regulations regarding the Company Law 31/1990, providing clear and efficient legal solutions to all clients who have requested the services of a company formation lawyer in Romania or a lawyer for company restructuring in Romania.
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