How to Establish a Romanian Partnership Limited by Shares

What articles of association are needed for a partnership limited by shares?

The Romanian Partnership Limited by Shares is established under a company contractand statute that can be completed as a single register, called articles of association. In the articles of incorporation, the main features which must be mentioned are:

• the personal information of the shareholders;
• the company’s name and its registered office;
• its profile, specifying the main and secondary commercial activities and other details regarding the associates.

Investors who need assistance to draw up the documents can reach out to our lawyers in Romania.

How can a group of active partners set up a partnership limited by shares?

There are two possibilities to establish a Romanian partnership limited by shares. 

First method involves two types of shareholders: active partners who have unlimited and joint liability for enterprise obligations and silent partners, who are liable only within the limits of the subscribed share capital. In this case, it is mandatory to introduce a contribution of capital from at least two shareholders. This is a commonly used method and our Romanian lawyers can give you more details.

The second method to establish a Romanian partnership limited by shares, by public subscription, implies an offer made to persons who are interested in an investment.

How does a partnership limited by shares differ from a joint-stock company?

The Romanian Partnership Limited by Shares differs from the joint-stock companiesonly in the unlimited and joint liability, for enterprise obligations, which active partners have. Our lawyers in Romania can help you open a partnership limited by shares or a joint stock company. They can also help you obtain a Romania VAT number for your new company.

We advise investors to make the decision based on their business objectives and target for growth. There is no one-size fits all, however, our Romanian lawyers can assist those investors who need counsel regarding these two business forms.

What capital and registered office does a partnership limited by shares need?

The minimum amount of registered capital for establishing this type of company in Romania is 90,000 lei. You cannot establish a limited joint-stock company with a registered capital less than 90,000 lei.

Our attorneys in Romania can provide details for the share capital for various business forms.

When establishing a company you must prove the right to use the space declared as registered office (for example, the property deed or a lease or loan-for-use agreement). You can use your private home as a registered office; if the company will also carry out its activity in an apartment located in a residential building, the approval of the owners’ association and of the directly affected neighbours may be required. In case you rented a place, you have to possess the renting contract. The experts at our Romanian law firm can also reccomend a different option: using a virtual office; this is an alternative that offers most of the advantages of the traditional office space, with different, lower costs in most cases.

Are you interested in buying a property or buying land in Romania? Our lawyers can give you complete details about the regime that applies to foreign nationals according to nationality (EU/EEA vs. third-country nationals), as well as details about the relevant purchase steps, including the mandatory submissions with the Romanian fiscal and cadastre authorities.

You can also reach out to us if you are looking for different legal services, such as those for divorce in Romania. While it is not mandatory to work with a lawyer, this choice is highly advisable especially if the divorce is not an amicable one. Our attorney will be able to represent your best interests in terms of property division and/or child visitation rights, if this applies in your case.

These are guidelines which you should take into consideration when establishing a partnership limited by shares Romania. Our law firm in Romania has experienced lawyers in Bucharest who can help you register a partnership limited by shares company with the Trade Register at any time. Call us now for a free consultation.