Corporate Procedures - Good to Know

 • The corporate structures mostly used in Romania are: limited liability company (LLC), joint stock company (JSC), branch or representative office;

• The main differences between LLC, JSC & branch are the following: (i) the number of shareholders of a JSC is of at least 2, while a LLC may exist with one shareholder; (ii) the branch has as legal representatives the person appointed by the mother-company; (iii) the share capital of a LLC cannot be less than 200 Lei, while the share capital of a JSC cannot be less than 90.000 Lei; (iv) in order to be opposable to third parties, the decision of the general meeting of JSC must be submitted to Trade Registry for their publishing within the Official Gazette of Romania; (v) the shareholders of the JSC may be excluded from the company, while, when it comes to LLC, the exclusion applies solely to the directors or shareholder which also hold the capacity of director;

• The same company/individual cannot hold the quality of sole shareholder in more than one LLC; also, a sole shareholder LLC cannot become sole shareholder of a Romanian LLC;

• The procedure for the setting up of the LLC, JSC & branch shall be carried before the Trade Registry, while the one for the setting-up of the Romanian representative office shall be carried before Ministry of Economy;

• The procedures before the Trade Registry usually take around 3 days; the Trade Registry tariffs are quite low – e.g. for the setting up of a Romanian company the Trade Registry tariff is around 500-1000 Lei, depending on the complexity of its shareholding structure;

• The Romanian corporate income tax is of 16%, the Romanian VAT is of 19%, the Romanian tax applying on dividends is of 5%;