2. Information about the Romanian
Business Environment
Company Law, which has been modified several
times since it came into force, allows and defines
five forms of companies: This section outlines
the various business organizations that exist in
Romania and will provide you with the main
characteristics of each of these forms of
companies.
3. • Limited liability company
• Joint stock company
• General partnership
• Limited partnership
• Limited partnership by shares
4. Limited liability company
A limited liability company may be
established by one or more
entities, either individual or legal.
Restrictions exist with respect to
the number of shareholders of a
limited liability company, as well as
the number of limited liability
companies one can establish by
himself.
5. Joint stock company
A joint stock company can be formed by at least 5
shareholders (there is no maximum number of
shareholders stipulated in the Company Law).
Decisions are made by majority vote in the General
Meeting of Shareholders, in accordance with the
general principle that 1 share equals 1 vote.
Shareholders may, however, impose restrictions on
the number of votes that a shareholder owning
more than 1 share is entitled to.
The company is managed by one or more
administrators and it should also have at least
three internal censors, or an independent auditor.
6. General partnership
Under Company Law there are three types of
partnerships:
General partnership
The major feature of a general partnership is
that all partners are jointly and severally liable
with the other partners without any limit. The
liability exists only for the period the partner is
a member. Two limited liability companies are
allowed to form a general partnership.
7. Limited partnership
In the case of a limited partnership, at least one
partner faces unlimited liability (see above on
general partnerships) while at least one other
partner must exist who is liable only for the
amount
of its contribution to capital.
8. Limited partnership by shares
The obligation of the partners is restricted
to the amount of their contribution to the
registered capital of the partnership.
9. The Romanian law allows also foreign investors
to form, in Romania, branches, permanent
establishments or registered offices.
Approximately 98% of the businesses in Romania
are conducted via limited liability companies, or
joint stock companies. Investors, either domestic
or foreign, usually prefer a limited liability
company when they decide to set up a small or a
middle sized business in Romania, especially if
the company will be managed by its
shareholders, while the joint stock companies are
usually, but not always, large companies with
more widely dispersed ownership.
10. Irrespective of its legal form, a company
becomes a legal entity upon its registration with
the Romanian Trade Register Office, where
certain legal formalities have to be followed,
including a delegated judge’s decision and the
granting of the fiscal code of the new company.