News: Registration of comany in Romania SA

SA company in Romania

In Romania, there is an active economic growth, and this is one of the reasons why the jurisdiction attracts foreign investors. Legislation offers different organizational and legal forms, but the most profitable for non-resident founders are two of them, namely: SRL and SA.

The country provides financial services at a high level, because foreign banks create competition for local ones.

SA: Limited Liability Company

Main advantage of this type of a company is the ability to conduct financing or be financed through bonds and other financial instruments. SA may be listed on the Securities Market.

Foreign investors have the opportunity to obtain state benefits: tax incentives, cheap loans, unlimited access to public services, etc. If you are establishing a business in an unfavorable region of the state, the chance of obtaining benefits is quite large.

Companies of SA type in Romania are allowed to be established by both legal entities and individuals.

Company management can be carried out by:

1. System unit - the Board of Directors can be represented by at least one person. The Board appoints directors (at least one).
2. Double system - Executive authority - Directorate - is engaged in management.

Minimum authorized capital is 90,000 RON or the equivalent amount in euros.

Package of documents for registration

For SA, it is necessary to provide:

1. Data of shareholders: full name, place and date of birth, place of residence and citizenship.
2. Company name and registered office.
3. Information about the structure of a company.
4. Information about the residence of the founders, their citizenship, duties, special powers or rights.
5. Information about the activities of a company.
6. Number, nominal value and type of shares.
7. Subscribed and paid-up share capital. It can be represented by registered shares or bearer shares.

At least 2 persons (natural, legal) are required for registration of Romanian SA company.

There are two alternatives to the establishment of SA:

• by subscribing and paying share capital offered by the founders;
• through a public subscription (shares are sold through a stock exchange to increase a company's funds, as a result of which a joint-stock company acquires the status of an open one).

In the first case, it is necessary to issue no less than 30% of the share capital. The remaining 70% must be paid within 12 or 24 months from the date of registration, depending on the contribution.

Administration and management

Main governing body is the Board of Directors (at least one manager/director). Residents of Romania must hold at least 50% of managerial positions.

Managers/directors are not necessarily shareholders. They are appointed at the General Meeting of Shareholders for a period of not more than four years.

The General Meeting of Shareholders appoints three auditors and three of their deputies (unless more than three are specified in the statutory document). Conditions:

• • at least one certified or qualified accountant;
• • majority of auditors and deputies shall be residents.

If 20% of a company's share capital belongs to the state, the Ministry of Finance recommends that at least one auditor be appointed.

Accounting

Requirements for filing of financial statements are regulated by the standards of the European Union and international Standards. A company has the right to submit simplified accounts. Exceptions that oblige to submit full accounts (subject to the fulfillment of 2 out of 3 items) are the following:

1. The capital is above 3 million 650 thousand EUR.
2. The sales volume is higher than 7.3 million EUR.
3. There are more than 50 employees in the staff.

The requirements for conducting the audit are determined by the Chamber of Financial Auditors.