articles of associationWhat seems to be relevant in the present article is the current legislation in Romania which allows any private or corporate entities to incorporate a limited liability company in Romania. In this regard, the article proposes to give an overview of the legal steps in order to incorporate a limited liability company in Romania by a corporate lawyer in Bucharest.
Following the purposes of the article, we have analised two major parts of the study, namely: 1. How corporate lawyers in Romania are incorporating a company in Romania. 2. What are the legal requests from a lawyer in Bucharest on incorporating a company in Romania.
When incorporating a company in Romania, you need a Romanian law firm and a lawyer in Romania to assist and represent you in front of the Romanian authorities respectively, in front of Romanian Chamber of Commerce.
You can use a corporate lawyer in Bucharest to advise you on the incorporation of the company in Romania. The lawyer in Bucharest may advise you regarding: voting rights of the shareholders in the General Assembly of the Shareholders in a Romanian limited liability company, taking decisions with majority votes in a Romanian liability company, if the decisions may be taken with unanimity votes in a Romanian company, legal rights and obligations of the directors and shareholders in a company in Romania, legal rights of the minority shareholders in limited liability company in Romania, liabilities of the directors (administrators) and shareholders in a company in Romania, financial aspects of a company in Romania and how it is better to choose at the incorporation: VAT payer, Romanian micro enterprise, fiscal facilities, fiscal obligations of a Romanian company –obligations of registrations, deadlines for different fiscal obligations and more.
A Romanian corporate lawyer or a lawyer in Bucharest will guide you through the process of business incorporation in Romania and will advise you about the best way to protect your interests.
1. How corporate lawyers in Romania are incorporating a company in Romania
According to Law no. 31/1990 republished in the Official Gazette of Romania no. 1066/2004, for commercial activities in Romania, any private or juridical person may incorporate a company in Romania.
Corporate lawyers in Bucharest will ask you to choose three names you would prefer your new Romanian company to be named. Corporate lawyer in Bucharest will check the name availability at the Chamber of Commerce. After you have the new company’s name registered with the Trade Register, than the corporate lawyer in Romania or a lawyer in Bucharest will draft for you all the necessary documents, respectively: memorandum of association, all requested declarations, contract for the headquarters of the new company and so on.
The corporate lawyers in Bucharest will draft for you all the necessary documentation and it will be needed for you to sign them in order to be submitted to the Romanian Trade Register. If the shareholders are not in Romania, the papers may be sent electronically, according to the Romanian legislation. The corporate lawyer will properly advise you in this regard.
The client doesn’t have to do anything, he needs to come to the lawyer’s office in Bucharest and to a public notary. The appointment for the public notary is made by the lawyer, so the client doesn’t have to waste to much time with the incorporation of the Romanian company.
After all the documents are signed and the capital of the new company has been submitted in a Romanian bank account, it takes three days for the Romanian corporate lawyer to incorporate a company in Romania.
2. What are the legal requests from a lawyer in Bucharest regarding the incorporation of a Romanian company
Corporate lawyers in Romania have to make a preliminary compliance regarding the shareholders and directors before opening the Romanian company on their behalf.
In a limited liability company in Romania the maximum number of shareholders may be up to 50.
An individual or a legal entity may be shareholder in a Romanian company. An individual or a legal entity may by unique shareholder in only one limited liability Company in Romania.
The registered capital of a limited liability company in Romania is minimum 200 lei (around 45 Euro) and can be divided in shares with a minimum value of 10 lei each.
The shareholders must appoint a director (called “administrator” under the Romanian legislation) and to establish his powers in order to represent the company in all the relations with the future business partners, suppliers, banks and so on. According to the Romanian legislation, the director is the person that represents the company in relation with third parties.
The company has to have a valid headquarter of the company in Romania. The headquarter may be established at the lawyer’s office for a year or may by established in a building, if it has an individual space for each company registered in that building.
In 15 days from signing the memorandum (“act constitutiv” – in Romanian) of the new company the management board of the company is responsible to register the company to the Trade Register.
It is recommended that an investor in Romania, who wants to start doing business in Romania, to contact a corporate lawyer in Romania in order to incorporate his new company and to receive the proper juridical advice regarding incorporation, his obligations according to the Romanian legislation in order to fulfill all the legal requirements of the Romanian corporate legislation.
Pavel, Margarit & Associates is a Romanian law firm that aims to be one of the most respected and key law firms in Romania. The firm provide legal advice to corporate clients, locally and international clients and individuals. The team of lawyers has a high standard of academic education, a long standing expertise in dealing with with complex projects and cases. The firm is client centered, detail oriented, immediately responsive to client request and having a high capacity of tailoring the advice with each and every client.
Pavel, Margarit & Associates Romanian law firm, a full service law firm in Bucharest, coordinated by Managing Partner Radu Catalin Pavel, was ranked in London, UK by the IFLR1000 Financial and Corporate 2017, the guide to the world’s leading financial and corporate law firms. The Guide ranks the top corporate and financial law firms from over 120 jurisdiction and the first rankings were published in 1990.
Pavel, Margarit and Associates is the only Romanian law firm recommended by Global Law Experts in the Dispute resolution area of practice, and Attorney at law PHDc Radu Catalin Pavel is the only attorney recommended for Romania on Dispute Resolution area of practice.
The firm is also a member of the Asociación Europea de Abogados (AEA International Lawyer network). The AEA covers all the 193 countries that are in the United Nations plus Taiwan, Kosovo and Palestine.