General Partnerships
A general partnership
can involve two or more partners. The partnership relationship is based upon a
contract and any person who is capable of entering a binding contract may enter
a partnership. Following this agreement, the parties must register their
partnership with the National Trade Register Office.
In a general
partnership, partners are jointly liable for the debts and obligations of the
partnership and each partner can be personally liable for the overall debts and
liabilities, which are not satisfied by the assets of the partnership.
The capital of the
partnership is formed of the partners' contributions. These contributions can
include cash, real estate, equipment, or other property. Contributions become
assets of the partnership and comprise its registered capital. Romanian laws do
not set maximum or minimum limits on capital, nor does it indicate how much must
be in cash or other assets. These decisions are left with the partners.
A general partnership
must select a name for itself. Included in this name must be the name of one
individual partner, the nature of the partnership, and disclosure of the general
partnership status of the enterprise (Societate
in nume colectiv - SNC). If a
person who is not a partner permits his or her name to be used in the name of
the partnership, that person then becomes liable for the debts and obligations
of the partnership in the same fashion as general partners.
General partnership
matters are determined under a written partnership agreement. Where the
agreement is silent or unclear, decisions are made by partners on the basis of
their relative capital contributions. If a partnership seeks to have a formal
management, perhaps because of its large size, a vote of the partners
representing a majority of the registered capital is required.
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