Branches and Subsidiaries of
Foreign Companies
Joint Stock Companies
A joint stock company
is a limited liability corporation with registered capital of a minimum of 25
million ROL and with at least five shareholders. Shares could be nominative
shares or bearer shares and can be freely traded or pledged. A joint stock
company may be set up privately or by public subscription. In the case of a
company established on a private basis, the Memorandum of Association must
indicate:
-
the name and address
of shareholders, as well as their nationality;
-
legal form, name and,
as the case may be, emblem;
-
location of the
proposed head office of the company alongside with the location of proposed
branches and subsidiaries;
-
the nature of the
business or businesses in which the proposed company will be engaged;
-
subscribed share
capital and paid share capital. The share capital paid up by each shareholder
upon constitution of the company can not be less than 30%. The remaining 70%
should be paid in 12 months after the incorporation with the Trade Register;
-
number, nominal value
and type of shares;
-
duration of the
company;
-
clauses on the
management and control of the company;
-
name, address and
citizenship of company directors and any special powers or rights granted to
them.
When a joint stock
company is established by public subscription, a notarized prospectus must be
drawn-up and filed with the Trade Register in the district where the head office
of the company will be located. The Register's office will certify compliance
with Romanian legislation and will authorize issuance of the prospectus. A joint
stock company formation by prospectus is only possible if the entire registered
capital outlined in the prospectus has been subscribed and half of the prices of
the shares subscribed for has been paid up into a bank account. If public
subscriptions exceed the registered capital, as outlined in the prospectus, or
are less than the amount sought in the prospectus, a meeting of the shareholders
should be held to approve any revisions of the capital structure.
Within 15 days at the
very most of the closing of the subscription, a founding meeting must be held.
This meeting, which must be advertised in the Official Gazette, receives
evidence that capital has been subscribed, determines the value of any
contributions in kind, approves the basis for profit-sharing among founders of
the company and other shareholders and appoints directors and auditors.
Decisions are made by a
majority vote in the General Meeting of the Shareholders (each share represents
one vote). General Meetings can be ordinary meeting, called at least once a year
or extraordinary, called when needed to make decisions involving changes in the
Memorandum of Association. Meetings require a quorum of 3/4 of the shareholders
and a simple majority vote of the quorum is required to approve changes in the
Memorandum of Association. Unless the Memorandum of Association stipulates
otherwise, shareholders can exercise their right to vote in proportion to the
stake they hold. Shareholders may be represented under proxy agreement only by
other shareholder, if by-laws do not provide otherwise.
The management of a
joint-stock company is assumed by a Council of Administration (Board of
Directors), although it is possible to have only one Administrator. At least
half of the Administrators must be Romanian citizens unless the articles of
incorporation and corporate by-laws provide otherwise. The Directors do not
necessarily need to be shareholders. The Directors are appointed by the General
Meeting of shareholders, which establishes their powers, for a maximum mandate
of four years. They may be re-elected. Before starting their activity, the
Directors must deposit a guarantee, representing at least the value of ten
shares or double the amount of their monthly remuneration.
At least three auditors
and three substitute auditors must be appointed by the General Meeting of the
Shareholders. At least one of them must be a chartered or certified accountant.
Most of the auditors and of the substitute auditors must be Romanian citizens.
In case 20% of the company's share capital is held by the State, one of the
auditors must be recommended by the Ministry of Finance.
Law No.99/1999,
regarding certain measures for the economic reform acceleration, added new
provision to the Company Law. Therefore, any shareholder is entitled to request
information on the management of the company, maximum twice during a financial
year. In addition, one or several shareholders representing at least 10% of
company share capital may request the court to appoint experts which will be in
charge with the analyses of certain operations in the management of the company.
Such experts will draw up a report, which will be handed over to the auditors of
the company.
A joint stock
corporation is normally recognized by the use of the words limited incorporated
or corporation in its name (Societate pe Actiuni, S.A).
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RoDI
ISOC
IWA
ARTT
RTS
WQC 2003 
ISAQ 2005