[ESTABLISHING A BUSINESS ENTITY IN ROMANIA] 392
Companies set up by way of public offerings have to observe the capital market specific regulations. 2.2. Setting up a branch in Romania In order to set up a branch of a foreign legal entity in Romania, no corporate name reservation from the Romanian Trade Registry and no constitutive act of the branch are necessary. The decision of the corporate body of the foreign legal entity competent to set up secondary units, according to the relevant foreign legislation or the constitutive act, the power-of-attorney granted to the head of the branch, together with relevant documentation, are submitted to the Trade Registry. The registration of the branch is granted within three business days as of the submission of the full documentation. 2.3. Setting up a representative office in Romania The setting up of representative offices in Romania is performed by registration with the Ministry for Entrepreneurship and Tourism, for the time being. A standard request which will contain information regarding the registered seat, the business purpose of the representative office, its duration, the number and positions of the persons envisaged to be hired by the representative office and the power of attorney granted to the person mandated to represent the company in Romania, together with other documents are submitted to the Ministry for Entrepreneurship and Tourism. The functioning authorization is issued within 30 days as of the day the relevant complete documentation is submitted.
3. Governance, regulation and ongoing maintenance 3.1. Corporate governance As previously mentioned, the most widely used corporate forms in Romania are limited liability companies and joint stock companies. 3.1.1. Limited liability companies The mandatory corporate bodies of a Romanian LLC are the general meeting of the shareholders (GMS) and one or more directors, which may be organized into a board of directors Decisions of a GMS in an LLC are passed by complying with the rule of double majority: (a) absolute majority of the number of the shareholders and (b) absolute majority of the shares. However, these requirements do not have a mandatory nature, and they may be obliterated by the provisions of the articles of association. Each share gives right to a vote. However, for GMS decisions that pertain to the amendment of the constitutive act of the LLC, the unanimous vote of the shareholders is required, unless the law or the constitutive act provide otherwise. The transfer of shares to third parties must be approved by at least three-quarters of the share capital. Directors in LLCs are appointed by the shareholders (either through the initial constitutive act or by a subsequent decision of the general meeting of the shareholders), for a limited term, either with full powers to represent the company, or with joint powers with other directors and/or other mandated persons. LLCs can have one director, and in case of plurality, the directors may be constituted into a board of directors, while the constitutive act may provide for special rules with regard to the adoption of decisions therein.
ILN Corporate Group – Establishing a Business Entity Series
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