Business Guide to Romania* - Bayern - Europa

EUR 25,000 by 31 December 2005). Part of the share
capital must be contributed in cash. At least 30% of the
subscribed capital must be paid up when founding the
company. The balance must be paid within 12 months
from the foundation of the company.
Capital is divided into shares and the nominal value of a
share must be at least ROL 1,000. Shares can either be
nominative or bearer shares, as established in the
company's constitutive documents. However, shares that
are not fully paid up can only be nominative shares.
In general, shares must have equal value and grant equal
rights to the shareholders. The Company Law, however,
lists the conditions under which preferential shares can be
issued. Such shares give their holders the right to a
preferential dividend, but they do not confer any voting
rights.
The Company Law states that upon finding that, due to
losses incurred, the net asset value, determined as the
difference between the total assets and the company's
debts, amounts to less than half of the share capital, the
directors shall convene the extraordinary general meeting
to decide on whether to reinstate the share capital,
reduce it to the remaining value or dissolve the company.
Directors (Administrators)
Both SRLs and SAs must have one or more directors
(administrators), each appointed by the shareholders.
Directors are responsible for the management of the
company.
The administrators can be Romanian or foreign citizens, in
any proportion.
Administrators may appoint one or more executive
managers to carry out the day-to-day business of the
company.
Censors
If a limited liability company has more than 15
shareholders, it has the obligation to appoint company
censors (see Chapter 7 for further details).
As explicitly stated in the Company law, joint stock
companies are under an obligation to appoint either
censors or auditors, depending on the specific situation of
the company.
General Meeting of Shareholders
The General Meeting of Shareholders decides on all major
issues concerning the company, in accordance with
provisions in the company's constitutive documents and
Chapter 5 - Corporate and Business Law
in the Romanian Company Law. Among others, the
General Meeting of Shareholders decides on:
■ Change of the head office;
■ Opening branches, subsidiaries or working units;
■ Changes in the object of activity;
■ Increases and decreases in capital;
■ Appointment of directors (administrators) and censors;
■ Approval of annual accounts (including dividend
distribution);
■ Merger and liquidation.
5.3 Branches
Branches must be registered using the same procedures
for SRLs and SAs. The foundation of a branch requires
the following documentation:
■ Records of the existence of the parent company (i.e.
company memorandum and articles of association,
certificate of foundation, letter of reference from bank,
latest financial statements);
■ Decision of the Board of Directors to establish a
branch in Romania, listing the activities of the branch
and nominating a General Manager.
Branches must have a General Manager appointed by the
Board of Directors of the parent company, who will
represent the branch in dealings with third parties in
Romania. The General Manager can be Romanian or a
foreign citizen. Branches can only operate in the same
field of activity as their parent companies and they are not
allowed to include in their objectives more or other
activities than the parent company.
5.4 Representative Offices
Representative Offices are often established as a first step
in committing to Romania. Legally speaking, a
Representative Office cannot commit to any contractual
engagements in its own name but can perform the
following activities for its parent company:
■ Using facilities only for the purpose of storage or
display of goods or merchandise belonging to its
parent;
■ Maintenance of a stock of goods or merchandise
belonging to its parent only for the purpose of storage
or display;
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