Registration of an European Company in Romania

A European company is a company set up on EU territory (Romania in this case) under the form of a European Anonymous Company.

Conditions to function:
- social shares have to be in Euro and cannot be less than 120,000 Euros;
- registered headquarters of the company have to be located in the EU in the same state where the company’s main administration is located. For example if the company’s main office is in Romania, its registered office must also be in Romania.
- The company name must be preceded by the abbreviation SE.

How to form an European Company in Romania
 

Through a merger
The management of the companies which are merging must draft a so-called “merger project”. This project includes the following elements:
a) Name and headquarters of each merging companies;
b) Exchange report of shares;
c) Delivery methods of the European Company’s shares;
d) The date on which these actions give out the right to participate to benefits and any special methods related to this right etc.
 

NOTE: In the official journal of the European Company’s member state will also be published information pertaining to the type and name of the merging companies as well as the name and headquarters of the European Company which will be created after the merger’s completion.

Transforming an anonymous company in a European Company
Transforming an anonymous company in a European Company does not result in the dissolving of a company or the creation of another company. The headquarters cannot be transferred from one member state to another in the moment of transformation.
NOTE: The rights and obligations of the company which will be transformed regarding the employment conditions per the internal law, current practice and individual labor contracts on the date of registration are to be transferred to the new European Company on the basis of this registration.

Liquidation, Insolvability and Cease of Payments
In regards to these situations a European company is regulated by the legal dispositions applicable to the anonymous companies constituted by respecting the internal regulations of the member state (in this case Romania) where the central office is located, including those rules in reference to the decision procedure in the General Assembly.