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Opening a Joint-stock company Romania

Joint Stock Companies are legal persons that can carry out any type of activities, except those regulated by special laws or regulated by prohibited CAEN codes. In order to set up such a company, the process is about the same as in the case of an LLC or PFA, that is, you need a proof of your registered office (lease, contract, etc.). Unlike a PFA, or its associates in an LLC, the patrimonial liability of the shareholders of an SA will be made within the limits of the shares held.

In this article, our lawyers in Romania list the main documents required to open this type of company.

Table of Contents

Required documents

When opening a joint stock company, investors need to prepare the following documents lited below by our team of Romanian lawyers:

  • Children Associate Associates and Administrators
  • Proof of the registered office – copy
  • Constitutive Act
  • Commodity contract (if applicable)
  • The trust of the owners’ association (as the case may be)
  • Associate / Administrator Statement
  • Signature specimen for the administrator

Every joint stock company needs at least 2 shareholders, legal or physical person, Romanian or foreign citizens, and the minimum share capital must be 25,000 euros. The constitutive act is required to show the number and nominal value of the shares (specifying whether they are nominative or the bearer) and the nominal value should not fall below 0.1 RON. The experts at our law firm in Romania can give you more details abou the shareholding structure.

The constitutive act and the statute must necessarily contain the amount of the authorized or subscribed capital, the rules governing the numbers and the procedure for appointing the members (management, supervision, administration, control) and the competences of each, the duration of the commercial company (if determined) and also the estimated cost that society will have for constitution. The company formation experts at our Romanian law firm can give you more details.

Neither the taxation and taxation side are large differences between S.A. and S.R.L. Profit tax is also 16% and dividend tax 5% for individuals and 0% for legal entities (if they hold at least 10% of the shares for at least one year on the date of their payment). The VAT rate is 19%, 9% for services or supplies of goods according to Article 291, paragraph 2 of the Fiscal Code and 5% for supplies of goods or services according to Article 291, paragraph 3 of the Fiscal Code. For an employee, the following fees will be paid: 15.8% CAS (normal working conditions), 20.8% CAS (special working conditions), 25.8% CAS (special working conditions), 5.2% CASS, 0.85% , and between 0.15 and 0.85% for work accidents with the NACE code, plus 0.25% wage claims fund. Our Romanian lawyers can provide yo with more details about taxation.

The simplest option to set up a joint-stock company is to turn to the professional services of a law firm. Do not hesitate to contact our lawyers in Romania for further information. We offer free consultation.  

by Cristian Darie