Types of Romanian Companies

by Attorney-at-Law Ramona Cazacu

Law No. 31/1990, with ulterior modifications, mentions 5 types of associative organizations which are defined by their essential characteristics:

a) The Romanian “Collective-name Company” – “Societatea in nume colectiv”
Its social obligations are patrimonial guaranteed by the social capital and the unlimited liability of all associates. The Articles of Association (Articles of Incorporation) of this type of Romanian company shall contain among other information:
1. The ID data of shareholders, form, name, company office address (main headquarters) and secondary office addresses;
2. Social Shares (social capital);
3. Duration of the future company in Romania;
4. Modality of liquidation.


b) The Romanian “Sleeping Partnership Company” – “Societate in comandita simpla”
Its social obligations are patrimonial guaranteed by the social capital and by the unlimited liability of the associates – the associates of this type of Romanian companies are only liable to the limit of their contributions.
Besides usual information contained in the Articles of Association (such as identification data of associates, social shares etc.) there are the following specific characteristics of this Romanian company: there is no required minimum amount for the social shares, the number of associates is not foreseen in the incorporation documentation, this being left for the decision of the founders, the administration of a Romanian “Sleeping Partnership Company” will be the responsibility of one or more associates, the associates (“asociatii comanditari”) can only operate in behalf of the company through a Power of Attorney made out for determined operations and registered at the Romanian Trade Register.

 

c) The Romanian “Partnership Limited by Shares” Company – Societatea in comandita pe actiuni”

Its social capital is divided into shares and the social obligations are patrimonial guaranteed and by the unlimited liability of the associates.
This type of Romanian company has the same legal requirements as the Romanian “Sleeping Partnership Company” regarding the Articles of Association, and pertaining the social capital this must be (as in the case of a Joint-Stock company) of 25,000 Euros or the equivalent of 90,000 RON.

d) The Romanian Joint-Stock Company – “Societate pe actiuni”
Its social obligations are guaranteed by the social capital; the shareholders are only held liable for their actions. There are certain requirements for information contained in the Articles of Association, respectively: the nature and value of the goods contributed in nature as well as the person who contributed them must be inserted, the number and nominal value of shares, as well as whether they are nominal or bearer shares etc.
Other specifics of Joint-Stock companies in Romania are: the limit of at least 2 associates, their deliberative institution is the General Assembly, which can be ordinary or extraordinary, the number of administrators is an Joint Stock is always odd, it can be administered either in a unitary system or a dualist system etc.

e) The Romanian Limited Liability Company – “Societate cu raspundere limitata”
The minimum social capital of a SRL company in Romania is 200 Lei and there is a maximum of 50 shareholders. One other characteristic is that any person or legal entity (Romanian or foreign company) can only be sole shareholder in one company.

 

Set up a company in Romania