How to open a S.A. in Romania

You may have already heard of SRL and PFA, the most common types of companies for entrepreneurs just starting out.

But what do we do when the business scales? If we want to list on the stock market or use a large capital more efficiently from the beginning? In these cases, the joint-stock company or S.A. is the ideal solution.

What is an S.A.?

Joint stock company (or, for short, S.A.) is a company with legal personality through which a business can be legally managed.

There are several types of business organization besides the S.A., such as the limited liability company (S.R.L.) or the collective name society or the sole proprietorship, but each has certain particularities.

How does liability work in a S.A.?

If you choose to open a S.A., you must know that if the shareholders do not fulfill the obligations they have assumed, they will be liable in a limited way according to the company’s assets.

For example, if the social patrimony is 100 lei and there are 2 shareholders who participate in a proportion of 50% both in the losses and in the gain, in the event that there is an obligation of 150 lei that has exceeded the due date, the creditors will direct exclusively on the amount of max. 100 lei. In principle, the shareholders of a joint-stock company will be liable in proportion to 50%, depending on the share capital they have deposited.

Is there a maximum number of shareholders?

A S.A. it has no maximum number of shareholders, but it has a minimum number. It is necessary to always have at least 2 shareholders in the company, right from its establishment.

If the joint-stock company remains at a given time with only one shareholder for more than 9 months, any interested person can request the dissolution of the company. But the request for dissolution will not be accepted by the court if at least one shareholder is added to the S.A. before the decision remains final

What can be the value of a share?

A share cannot have a value lower than 0.1 lei, i.e. 10 bani.

What would a joint stock company look like with 4 shareholders who participate differently in the social patrimony?

For example, if we have shareholders A, B, C and D, where A and B participate with 20 lei, and C and D participate with 30 lei, the social patrimony will be 100 lei.

Further, if a share has 10 lei, then A and B will have 2 shares (participate in proportion of 20% both in the gain and loss), and C and D 3 shares (participate in proportion in 20% in both winning as well as losing).

What documents are needed to open a SA?

There are several documents that the file to be submitted to the National Office of the Trade Register (O.N.R.C.) should contain, among which:

  • Application for company registration
  • Proof of verification of availability and reservation of the company name
  • The articles of incorporation of the company
  • The passports of the shareholders
  • Tax records of the shareholders
  • The hosting deed of the premises (a deed of ownership, a rental contract, certificate from the town hall certifying the existence of the place, etc.)
  • Annex on fiscal registration

How long does it take to set it up?

The incorporation of the joint-stock company takes 3-4 working days, a period that starts from the date of submission of the documentation to the ONRC. If there are additional observations or clarifications, the file is postponed, but it can be put back on the roll again, in which case the new settlement term will also be 3-4 working days starting from the date of submission of the request to complete the file and change of the settlement term.

Miruna-Casiana Dumitrașcu

Legal Intern R&R Partners Bucharest


If you would like to address more questions or if you need a legal consultation, you can contact us at office@rrpb.ro or by accessing our site www.rrpb.ro for more information.


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2 Comments

  • Haidar khan
    Posted May 9, 2023 9:52 am

    Jobs

    • R&R Partners Bucharest
      Posted May 11, 2023 11:20 am

      Hello, unfortunately our law office cannot offer you an invitation letter or a work visa for Romania, we are not a work placement agency. If you need any specific guidance on Romanian law you can book a legal consult with us here: https://rrpb.ro/book-a-consult/ or email us at office@rrpb.ro.

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