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» E&C Law Firm in Numbers

practicing for over 10 years

clients from over 35 countries

assisted over 150 foreign investors expand to Romania

office@romanianlawoffice.com

» Commercial Law
  • Setting up a company in Romania
  • Create a Romanian Joint-Stock company
  • Types of Romanian Companies
  • Romanian representative office or company branch
  • Registering a Romanian Micro-Company
  • Buying a Romanian Company
  • Permits & licenses
  • Incorporating a European Company
  • The Trade Register
  • Contract Law in Romania
  • Romanian Administrators
  • Liquidating a Company
  • International Contracts
  • Romanian Shelf Company
  • Authorized Physical Person
» Real Estate Law
  • Property Tax in Romania
  • The Romanian Land Registry
  • Purchasing real estate
  • Conditions for foreigners to buy Romanian properties
  • New conveyance VAT
  • The Recuperation of Properties 
» Taxation
  • New Minimum Corporate Tax
  • Deductibility Regulations
  • Avoid double taxation (e.g. Romania - UK)
  • Paying taxes
  • Repatriate profits
  • Anti-Crisis Measures
» Other
  • The Romanian Power of Attorney
  • Import-Export in Romania
  • Romanian Public Notaries
  • The Arbitration Court
  • About Legal Executors
  • Recognition of Foreign Judgments
  • Dismissal of employees
  • Non-Profit Organizations
  • Labor Law in Romania
  • A guide: Romanian Courts
  • Incentives for investments in Romania
  • Debt Collection in Romania
  • Trademark Registration
  • Trial Phases in Romania
  • About Romanian Lawyers
Romanian Shelf Companies

There is a significant number of investors interested in purchasing an already registered company rather than incorporating a new one. This could be intended for a number of reasons, ranging from offering additional confidence to business partners or a presumed easier procedure for entering the Romanian market.

The procedure of purchasing shares in a Romanian company, even if this company did not have any activity in the past (a so-called “shelf company”) has its specifics when compared to the same procedure abroad, respectively:

- The procedure implies a larger number of paperwork, takes more time and is more expensive than incorporating a new company.
- The procedure automatically implies the following changes in the company structure: change of shareholders, change of company headquarters, change of directors (administrators), issuance of a new Certificate of Registration
 

- The procedure requires a Share Assignment Contract which has to be signed by both current shareholders and future ones.
- All changes in the company must be registered with the Trade Register in order to be considered valid.

The procedure requires the following documents: Company Resolution drafted in a certain format, a new version of the Articles of Association, a Share Assignment Agreement, Affidavits and Specimen Signatures for the future shareholders and directors and of course the documents necessary for the new company headquarters.

There are also the following aspects to be taken into consideration when looking to purchase a Romanian ready-made company:
- There is no such concept as nominee directors per the Romanian legislation;
- There is no real method to verify in what type of transactions/operations the company has been involved in the past therefore a diligent approach is recommended.

 

               

 

 

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» Company Formation

We have exceeded 150 incorporations of Romanian companies having foreign shareholder structures. We offer complete legal assistance for any type of Romanian company formation including Romanian SRL (LLC) or Joint-Stock (SA) registration,  office address and general advice for matters related to taxation, Labor regulations as well as on-going assistance after the formation of the company.

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» Expanding to Romania
Our business lawyers have assisted a large number of foreign companies expanding to Romania.  Doing business in Romania implies having the appropriate legal background to set up the most advantageous structure, safeguard the client's activities and maintain a healthy relationship with the Romanian authorities. We have years of experience "translating" Romania's business world to the foreign investor and we are ready to use this experience in your benefit.

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