Ltd. Formation in Rumania
Conditions to be met to form a company in Rumania
Formation and Deed of Foundation
The Limited Liability Company (Ltd.) is formed by the Partnership Contract and the Statutes. Ltd. can also be formed by a manifestation of will (deed) of one sole person. In this case only statutes are made. The Partnership Contract and the Statutes are concluded in a form of deed, which includes the designation of Deed of Foundation. The term "Deed of Foundation" is destined for the Partnership Contract or/and for the Statutes. The Deed of Foundation is to be signed by all partners. The signed persons in the Deed of Foundation are considered to be the company founders.
The signed persons in the Deed of Foundation, as well as the persons playing a substantial role in formation the company, are considered to be the founders. The founders must not be the persons, who were in conflict with law.
The Ltd. can be formed also by a sole partner. The number of partners is limited to 50. The ltd. founder can be both the domestic and foreign natural person and legal entity.
The natural person or legal entity can also be an individual partner in one Ltd.
The Ltd. company can not have other Ltd. company, which consists of a person as the individual partner.
The partners in Ltd. company are liable only up to the amount of their registered invested capital.
If the business shares of one person belong to Ltd. company, so this person as a individual partner performs all rights and duties resulting to him/her from presented general assembly law. If the individual partner is simultaneously also the administrator, he must comply also with the duties stipulated by law.
Capital of Ltd.
The redemption of investments in cash is obligatory at the company formation. The non-monetary investments are allowed. Services in a form of work are not accepted as the member’s investment. The minimum basic capital of Ltd. is 2.00 RON (equivalent of 60 €); divided into the same company shares, which must not be lower than 10 RON (equivalent of 3 €). The company shares can not be saleable by subscribed securities.
The foundation capital is increased to 80,000 € for citizens out of EU.
At the request, the administrator shall issue the company participation certificates stating, that these can not serve by reason of transfer of rights resulting thereof; the breach thereof results in invalidity of transfer.
Source: The German-Rumanian AHK | Clucerului Str. 35, 3 Etage | RO-713091 Bucharest