Main stages for establishing a Company, registration with the Trade Registry
We present you the main stages for establishing a trade Company
1. Establishing the objects of activity
Choosing the objects of activity of the Company, according to the classification of the CAEN code; establishing the main object of activity and the secondary objects of activity.
2. Choosing the judicial form
Limited Liability Company
Partners are not businessmen and they are not liable of the Company’s debts except for within the limits of their contribution to the capital. The authorized social capital is divided into equal shares with a minimal value of 10 lei each.
The Company will be managed by General Assembly of the Partners, and the Company’s administration and its representation in the relationships with third parties will be carried out by administrators, their powers being unlimited. The limited Company has a specific form: limited Company with a sole partner. A physical or judicial body can be a sole partner in only one limited Company.
It is characterized by the fact that the partners of this form of association have the businessmen quality, in general, and they are liable jointly and unlimited for the operations carried out on behalf of the Company by the persons representing it.
The partners representing the absolute majority of the authorized share capital may choose one or more administrators among them, establishing their powers and their eventual remunerations.
Simple Commandite Company
A part of the partners, called active partners, usually have the businessmen quality and they are liable together and unlimitedly for the Company’s actions, and another part, the undisclosed partners are liable only within the limits of the contributions subscribed by each.
The partners of the joint stock Companies are not liable except for within the limits of the subscribed share capital. It is characterized by the fact that they are called shareholders, being the owners of certain exchange securities (shares) received in exchange for the contribution. The share capital is represented by shares issued by the Company, which can be nominative or bearer shares, judging after the way of being transmitted. The shares have an equal value that can not be less than 1000 lei. The number of the shareholders within the joint-stock Company can not be less than 2.
Joint-stock Commandite Company
The share capital is divided into shares, and the partners are divided into active partners and undisclosed partners. Company’s administration is entrusted to one or more active partners.
3. Choosing the name and the corporate image of the Company
Choosing the name (trade sign) and the corporate image of the new Company. Checking the availability of the trade sign can be carried out on the official website of the Trade Registry: http://recom.onrc.ro/index.htm - user: guest, password: guest
- the trade sign and the corporate image are established by the partners and these must be different than the trade sign and the corporate image of other Companies;
- the trade sign and the corporate image must not contain words or groups of words specific to the central or local public institutions and authorities, except based on special approvals;
- the trade sign and the corporate image are checked within the Trade Registry corresponding to the Company’s headquarters, receiving the proof of registration and reservation. The exclusive right of use of the trade sign and the corporate image is acquired by registering these within the Trade Registry.
4. The constitutive deed of the new trade Company
The constitutive deed is drawn up according to the judicial form of organization chosen by the partners for the new Company.
- for drawing up the constitutive deed it is recommended to ask for specialty consultancy.
- when signing the constitutive deed, the following are necessary:
- the identification documents of the partners, administrators and representatives of the physical bodies (passports, identification card) and of the judicial bodies (statute, registration certificate, banking worthiness certificate);
- fiscal record for the Romanian partners and administrators and/or worthiness statement certified by the Notary Public for the foreign partners and administrators.
The constitutive deed of the new Company is signed, in front of the Notary Public or of the lawyer.
- singing the constitutive deed of the new Company (trade Company) can be done directly by all partners or by representative with an authentic special power of attorney;
- foreign citizens, who are not familiar with the Romanian language, will sign the constitutive deed in the presence of a certified interpreter.
5. Choosing the headquarters
The headquarters of the Company may be established in a place which is the property of one or more partners or in a place being in their use (based on a rent, sub-rent, loan, etc contract).
The proof may be shown by the following documents:
- sale-purchase contract
- rental or sub-rental contract
- participation partnership contract
- real estate leasing contract
- loan, use, usufruct contract
- heritage certificate
- land register excerpt
6. Share capital, judicial fees
- The money contribution is compulsory upon the establishment of any form of Company. Cash contributions might be deposited in any bank or C.E.C.
- Judicial fee and stamp fee are paid for the registration of the trade Company.
7. Registration with the Trade Registry
The request of registering the Company with the Trade Registry is carried out in the Sole Office within the Trade Registry Office near the Law Court where the headquarters is, by the establishers, administrators (their representatives), as well as by any person interested in this, according to the law, and a Consultia Pro Jobs representative.
The following procedures take place at the Trade Registry Office:
- it is checked whether the submitted file for establishing the trade Company contains all the necessary documents;
- the judge appointed by the territorial Law Court checks the lawfulness of the submitted documents and decides the authorization of the Company’s registration;
- the decision of the appointed judge is transmitted to the Official Gazette of Romania to be published;
- Company’s registration;
- the issuance to the partners of representatives of the registration certificate, of the decision of the appointed judge and of an establishment certificate.
8. Functional approvals and authorizations
All approval or authorization documents will be required from the public authorities according to the object of activity of the Company. In order to start the trade activity within the Trade Registry, the necessary authorizations and approvals for the legal operation of the Company must be acquired.