Legal counselling plays an essential role in initiating and consolidating a successful business. Our partners, a team of dynamic, enthusiastic and young lawyers, but with wide and serious professional and academic training, specialized mainly in corporate counselling, is the ideal choice. Foreign clients who wish to ensure the legal infrastructure required to set up and develop a profitable trade company constitute our target.
Thus, through the Law Firm, Advice Accounting offers assistance for setting up a trade company of any form (limited liability companies, joint stock companies, general partnerships, limited partnerships, holding companies).
Moreover, we draw up and submit for our clients at the Trade Register Office the documentation required for the amendment of the company Articles of Association in case of operations such as: transfer of registered shares and/or shares; assignment or revocation of an administrator or the Board of Directors; assignment or revocation of an auditor or the Board of Auditors; registered capital increase; registered capital decrease; approval and/or authorization of work locations or registered offices with activity; change of registered headquarters; setting up / deregistering work locations; setting up of subsidiaries and branches; change of the main object of activity; completing the secondary object of activity; change of legal form; mergers, deregistering, dissolutions, liquidations.
Moreover, we offer our clients legal counselling in various law fields, related to the activity of trade companies: company law, commercial contract law, civil law, competition law, administrative-claims and fiscal law, labour law, environment law.
The Litigations Department of the Law Firm competently offers legal assistance and representation in litigations of the most complex types.
Our collaborator lawyers provide legal assistance and consultancy for various types of natural or legal persons, Romanian or foreigners, covering a wide range of domestic and international legal aspects.
The range of our services for such purpose is extended, including, amongst others, the protection of minority shareholder, mergers and procurements, registration (establishment) of trading companies, as well as drafting the complex documentation specific to trading companies. We offer our customer not only legal services, but also business solutions for difficult issues of their companies. Our strong points in such regard are:
- Registration (establishment) of trading companies
- Registration and deletion of branches, affiliates, production facilities
- Breakdown of trading companies
- Mergers and procurements
- Dissolution and liquidation of trading companies
- Assignment (sale) of shares
- Legal transformations (S.R.L., – limited, A. – joint stock etc.)
- Temporary suspension of trading companies activity
- Exclusion and withdrawal of shareholders
- Appointments, revocations and changes of directors
- Appointment, change/modification of censors
- Extension or reduction of operating length for trading companies
- Increase or reduction of registered capital
- Contributions to registered capital (in kind, cash)
- Changes of the object of activity (change of main object, adding NACE codes, licensing of activities, recoding)
- Registration or change of marks and logos
- Change of name for trading companies
- Change of the registered office to the same county or to other counties
- Taking over companies
- Performance of Due Diligence
- Disputes amongst shareholders
- Dividend related disputes
- Joint ventures
Our activity in this field we offer by our collaborating lawyers varies from drafting special contracts to the supply of the needed documentation for completing a business in the larger context of legislation.
Some of the fields we are specialized in are:
- Law of intellectual and industrial property;
- Law in the field of consumers’ protection;
- Mergers and procurements;
- Commercial contracts;
- Occupational social security law.
Having a large experience, the collaborating lawyers of our company developed good abilities in the field of drafting, negotiating and legal assistance awarded to customers with the opportunity of concluding various types of contracts.
Property and constructions
Our experience in the field of property owes both to the fact that it is one of our specializations, but especially due to the fact that this aspect underlies most of the commercial transactions.
We offer specialized legal assistance in the field of property law, which is one more problematic issue in Romania.
Other legal services
– Representation in court within civil litigations – declaratory, claiming actions, possessing actions, succession and separations, termination of joint tenancy, delimitation of property boundaries, evacuations, enforced executions, family law claims
– Legal assistance and representation within commercial litigations – bankruptcy and insolvency, recovery of claims, conciliations, payment summons, dissolutions and liquidations, exclusion of shareholders
The process to establish a trading company needs several compulsory procedures which may determine the full business utility. Benefiting from specialty assistance during each and every step of the company establishment mechanism, we guarantee final positive results and, the most important, financial security positive results. Our team presents step by step to our customers the legal terms more or less complicated and constantly offers professional assistance adapted to each and every customer.
Our solid commitment for professionalism allows us to identify and develop strategies always oriented towards our customers’ interest.
As well, each and every customer shall be presented all documents needed for the registration process of our trading company in Romania.
Our package of services related to the establishment of trading companies in Romania includes:
- Reservation of company name;
- Drafting the Articles of association and the statements of the shareholders and directors;
- Submitting the registered capital to the elected bank;
- Filling in the applications needed and filing them with the local Register of Companies in the presence of a referee.
- Receiving the registration certificate.
We may offer, optionally, a “virtual” registered office, the optimum version for the customers who want to establish the company in the shortest time possible.
Limited liability company (SRL – Ltd.)
This is the most popular medium for the development of commercial activities in Romania, both for local and foreign investors. The main arguments for such purpose regard the following:
- Reduced administrative formalities;
- A larger flexibility as compared to other types of trading companies;
- Low requirements related to registered capital.
- Minimum registered capital: present RON 200.00 (45 euro);
- The maximum number of shareholders, natural or legal persons, is 50;
- a SRL (Ltd.) is administered by one or several directors, which may have full or limited power and citizenship of which may be Romanian or foreign.
Joint stock company (SA)
The number of joint stock companies (SA) is constantly growing in Romania.
– minimum registered capital: present EUR 25,000;
– There is no limit as related to the number of shareholders, despite all this, such company should have at least 2 shareholders;
-when a SA is established, at least 30% of the subscribed registered capital, or 100% related in kind contribution, must be immediately paid upon the establishment of the company and the full subscribed registered capital must be fully paid in term of 12 months from the moment all steps for the company establishment are completed.
The establishment method of a limited liability company in Romania
- The documents needed for establishing a SRL in Romania
The document by which a limited liability company is established in Romania is named “articles of association” and is unique in its form. This type of company may also be founded based on a social memorandum and bylaws, or only on bylaws in case there is a sole shareholder.
In the articles of association, the main details to be mentioned, are:
- shareholders’ personal information;
- name of company and registered office;
- registered capital;
- main field of activity and main activity developed by the company;
- secondary commercial activities and other specific aspects related to shareholders.
- Information related to the shareholders of the Romanian limited liability company.
The legal regulations related to the establishment of a Romanian company allow one sole shareholder to establish a limited liability company. Law prohibits this shareholder to be sole shareholder in other limited companies as well, and the company may be established by a maximum number of 50 shareholders. Within the limited liability company, the shareholders are liable in the limit of their contribution to the subscribed and paid registered capital, and their social obligations are guaranteed by the corporate assets.
Each and every shareholder is entitled to participate to the General Assembly of the Shareholders, but, has as well the obligation to fulfill the duties and responsibilities compliant with his/her capacity of shareholder.
- Restrictions or interdictions, related to the person who may establish a SRL (Ltd.) in Romania.
The individuals who are completely prohibited to establish a SRL in Romania include the persons having been convicted for fraudulent management, deceit, peculation, giving or being bribed or many other illegal activities mentioned by Law 31/1990.
- The minimum registered capital needed for the establishment of a SRL.
In a limited liability company established in Romania (SRL), the registered capital may not be lower than RON 200, the equivalent of approx. EUR 45, and in the moment the company is registered with the Register of Companies the shareholders must have submitted this amount.
In order to establish a SRL in Romania, the shareholders have the possibility to set another registered capital depending on their business. If, there was, at the beginning a minimum set amount, with time, the limited liability company may increase such registered capital.
- Information related to choosing the name for a limited liability company in Romania
All the companies must choose a name which is to be unique. No trading company is entitled to use the name of a public authority or public institution. As well, the chosen name must not be identical or similar to that of an existing trading company.
- Registered office of company.
In order to establish a Romanian SRL, one must prove by justifying documents the existence of a registered office, as for example, certified copies of ownership.
In case you hold a personal property and you want to change it in a registered office, so that you may afterwards establish there a Romanian SRL, you must present authenticated copies of the ownership document. Whether you are the owner of such property or only a tenant, you shall need the approval of the association of owners or of lessees.
A frequently chosen service by our customers is the “virtual registered office”, hosting the registered office of the trading company by our office. Therefore, all additional formalities related to the establishment of the registered office are avoided, which allows such establishment to occur in the shortest time possible.
- Information and documents needed for establishing a SRL in Romania.
In order to establish a SRL in Romania, the following documents and information are needed:
- personal information of the shareholder: Full name, place and date of birth, domicile and citizenship;
- appointing the directors of the company, in charge with managing and directing it, natural or legal persons;
- name of the company and registered office;
- type of activity to be developed by the company, mentioning the main and secondary commercial activities;
- data related to the profit and loss percentage for each and every shareholder;
- information related to the registered capital subscribed and paid by each and every shareholder, the number and nominal value of the shares, the number of shares held by each and every shareholder.
Each and every business presents its own particularities. This is the reason why we are here to assist you, so that you shall not concern related to legal and tax issues, while you may fully focus on entrepreneurial ideas and strategies, therefore saving time and money. Our team of experienced lawyers and advisors within our office is ready to help you initiate and/or develop your business in Romania.