Change of legal form of a company in Romania
Corporate attorney in Romania. Legal form of a company in Romania
When considering a Romanian company, it’s essential to understand the different legal structures available. One popular option is the joint stock company in Romania, which is ideal for larger businesses that need to raise capital. However, for smaller ventures, an LLC in Romania is often the preferred choice due to its simpler management and limited liability for its owners.
If you’re looking to set up a company in Romania, it’s important to first decide on the appropriate legal form in Romania for your business. Options include a general partnership in Romania or a more structured joint stock company.
To start a business in Romania, the first step is to register with the Trade Register in Romania, the entity responsible for handling the formalities of company incorporation in Romania. You’ll also need to draft the articles of incorporation in Romania, a key document outlining the company’s structure and rules.
Finally, when forming a legal entity in Romania, it’s crucial to comply with company law in Romania, which governs everything from formation to operation and dissolution of the business. Choosing the correct legal form is vital for both operational and legal success.
The procedure for changing the legal form is regulated by the company law in Romania, specifically Law 31/1990, and involves the transition from one legal form, usually from types of companies that do not allow for significant growth, such as a limited liability company in Romania (LLC in Romania), to another legal form that allows and facilitates economic development for a commercial company. The need for access to additional capital, an increase in the number of associates, or the expansion of the activities carried out by a commercial company are among the reasons why a decision to change the legal form may be made.
Given that there are several company types in Romania, each involving different characteristics, from the minimum or maximum number of associates and the value of the subscribed share capital to the liability of the administrators and various taxation methods, a change concerning the legal form will also affect these characteristics.
The Romanian law firm Pavel, Mărgărit and Associates recommends collaborating with a corporate attorney in Romania for assistance in preparing, drafting, and reviewing the necessary documents for the legal form change operation. Additionally, a corporate attorney can explain what additional or different rights and obligations will arise after the legal form change and how this will affect you from a fiscal perspective.
Lawyer for limited liability company in Romania. Legal entity in Romania
When you decide to change the legal form of a Romanian company, whether transitioning from a joint stock company in Romania to a general partnership in Romania, or another structure, it is essential to update the articles of incorporation in Romania to reflect the new legal form in Romania and ensure compliance with the requirements for a legal entity in Romania, especially if you plan to start a business in Romania under a different structure.
According to the regulations established by company law in Romania, specifically Law 31/1990, the first step to change the legal form of a company is to draft the resolution of the general meeting of associates. The decision must be made with the majority required by the company law for the company’s current legal form, and the resolution is communicated and registered with the Trade Register in Romania.
Since a new legal form involves new requirements, whether it is a limited liability company in Romania (LLC in Romania), a limited partnership, or a general partnership, the articles of incorporation must be modified to comply with the requirements imposed by Law 31/1990.
Additionally, along with the resolution of the general meeting of associates and the new articles of incorporation, declarations of self-responsibility from the new associates or administrators and the company’s fiscal registration certificate must also be submitted to the Trade Register. Moreover, additional approvals required by special laws may be necessary, depending on the different company types in Romania. The Romanian law firm Pavel, Mărgărit and Associates recommends utilizing the services of a corporate attorney in Romania or a Trade Register attorney to assist with the drafting and reviewing of the new articles of incorporation and the resolution of the general meeting in accordance with legislative requirements, the filing of the documents with the Trade Register, and representing your interests before the institution. Furthermore, collaborating with a corporate attorney from the moment you set up a company in Romania, specifically during the company incorporation in Romania process, will also be beneficial if you choose to change the legal form from a limited liability company in Romania (SRL) to a limited partnership or a general partnership, as the attorney will already be familiar with the organization and specific characteristics established by the articles of incorporation for a commercial entity, which will facilitate the entire procedure.
Don’t go through these challenges alone. Contact us today for expert support tailored to your needs.
Lawyer for joint stock company in Romania. General partnership in Romania
After submitting all the necessary documents for changing the legal form at the Trade Register in Romania, they will be analyzed, and if the documentation is complete and correctly prepared, the change will be approved, and a new registration certificate will be issued with the new legal form of the Romanian company by the Trade Register.
After the approval given by the Trade Register, the modifications are published in the Monitorul Oficial, Part IV, to inform interested parties about the change in the legal form.
The Romanian law firm Pavel, Mărgărit and Associates offers legal services at a high professional standard in various practice areas, including those related to company incorporation in Romania or set up a company in Romania. Our team demonstrates a comprehensive understanding of the regulations regarding different company types in Romania and the articles of incorporation in Romania, providing clear and efficient legal solutions to all clients who have requested the services of a corporate attorney in Romania or a commercial attorney or those who want to start a business in Romania.
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