Limited Liability Companies
A limited liability
company is a company formed by a limited number of partners (no more than 50).
It is based on the constitutive documents. The registered capital of a limited
liability company cannot be less than 2,000,000 ROL (Romanian LEU). The
registered share capital of a limited liability company is normally divided into
social parts/shares with a registered value of not less than 100,000 ROL. Shares
cannot be freely traded, making limited liability companies similar to what are
known as private companies in other legal systems. Shares of these companies
cannot be pledged as collateral for loans.
The articles of
incorporation of the limited liability company will include:
-
the full name, place
and date of birth, domicile and citizenship of individuals;
-
the name, registered
office and nationality of the shareholder, as legal person;
-
the type, name,
headquarters and, if any, the company logo;
-
the object of the
company, specifying the main domain of activity;
-
the subscribed and
paid in registered capital, the shareholders contribution in cash or in kind,
the value of the contribution in kind and its valuation method as well as the
date of the full payment of the subscribed share capital; the number and
nominal value of shares as well as the number of shares subscribed to each
associate for his/her contribution;
-
the shareholders in
charge with the representation and administration of the company or the
non-shareholder administrators, individuals or legal persons, and their powers
which are to be exercised jointly or separately;
-
the share of profits
and losses for each shareholder;
-
the secondary offices
(branches, agencies, representative offices or other such entities with no
legal personality) whether or not are established at the same time with the
company, or the conditions of their subsequent establishment if such
establishment is taken into account;
-
the duration of the
company;
-
the methods of the
dissolution and liquidation of the company.
Decisions are made by
majority vote in the General Meeting of the Shareholders (1 share = 1 vote).
Decisions involving changes in the constitutive documents must be agreed by all
shareholders if these documents do not state otherwise. One or more
Directors/Managers are appointed in the constitutive documents or by the General
Meeting and are put in charge of the management of the company.
Limited liability
companies may also be formed by a sole associate.
Currently, the majority
of companies registered in Romania, whether domestic or foreign-owned, are
limited liability companies. A limited liability company is known as a SRL
(Societate cu Raspundere Limitata).
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RoDI
ISOC
IWA
ARTT
RTS
WQC 2003
ISAQ 2005