The share capital of a company cannot be less than 42 euros (200 Romanian lei). However, there is no maximum limit for it. The amount that exceeds 42 euros can be used to finance the company’s business, for equipment acquisition, salary payments or other actions. The share capital reduction and the use of these amounts must follow certain procedures. To accomplish this action, you can hire a Romanian lawyer specialized in corporate, commercial and Mergers and Acquisitions practice area, who will follow or the necessary procedures and draft the documentation, recommends Pavel, Mărgărit & Associates Romanian Law Firm.
The share capital of a LLC may be reduced at any time, and this change must be registered with the Romanian Trade Registry.
The amount of the share capital must be mentioned on the documents issued by the company, such as the decisions of the general meeting of the associates, the decisions of the sole associate or the company’s invoices.
The decrease of the share capital is accomplished in two stages, each of which requires certain acts.
Stage I – through which the decision on the decrease of the capital is published in the Romanian Official Gazette
– Request for submission and mention of documents;
– The decision of the general meeting of the associates or the decision of the sole associate (original);
– If necessary, special authorization (in authentic form), lawyer or delegation for persons designated to carry out legal (original) formalities;
– Evidence of payment of the legal publication fee in the Official Gazette of Romania
This first file is filed with the Romanian Trade Registry.
– Application for registration (original);
– The amending act of the constitutive act (original);
– Extract from the Official Gazette of Romania, Part IV – in which the decision to reduce the share capital was published;
– The constitutive act, in original;
– If applicable: the agreement regarding the limit of the share capital provided by special laws (original); prior notice provided by special laws (original); special empowerment (in authentic form), delegation for persons designated to carry out legal formalities (original);
– Evidence of payment of the legal tariff, respectively, of the publication fee in the Official Gazette, Part IV, for the notification regarding the submission of the updated text of the constitutive act.
This second file will be filed with the Romanian Trade Registry too. The registration procedure with the Romanian Trade Registry takes 3 days.
The decrease in the share capital is made by a diminish of the capital contribution of the associates. Therefore, once this stage has taken place, the associates’ share ratio may change. A Romanian lawyer specialized in corporate, commercial and Mergers and Aquisitions law can provide the necessary advice and explain the potential risks for an associate, following this procedure. The same lawyer can draft the necessary documentation so that this action does not imply any risk to the client, according to 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 2017. 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 ww.avocatpavel.com, which is one of the most complex law firm websites in Romania.