GOVERNANCE & CORPORATE AFFAIRS
Any business needs the formal shelter, the “legal box” designed in the appropriate form that best suits the specific features of the business. After choosing the right form, its life depends on the decisions of its owners/stakeholders, which never exclude the organization’s redesign at certain moments in order to improve the governance quality or to adapt it to new challenges.
To meet our clients’ expectations, we provide the full range of corporate legal services shaped for both multinationals and local companies, from day-to-day advisory and assistance to large-scale corporate operations.
The practice of our expert team is relevant for providing creative solutions to complex legal issues, such as:
- Assessment of Sustainable Solutions for Forthcoming Investments
- Assets and Investments Management
- Designing, Founding and Safeguarding of Companies, NGOs, Employers’ Organizations
- Assistance for Day-to-Day Business Governance Operations and Management; General Meetings of Shareholders, Board of Directors’
Meetings, and Supervisory Boards - Shareholders’ Agreements and Special Internal Regulations
- Corporate Operations’ Strategic Planning
- Mergers & Acquisitions, Divisions & Liquidations
- Joint Ventures
- Corporate Governance and Statutory Law
- Registers’ Management
- Corporate Affairs Litigation
In figures, our professional exposure in this area concerns operations of mergers and acquisitions valued over €uro 500 Million, the management of portfolios of over 140,000 shareholders, share sales over €uro 65 Million, corporate contracts over €uro 300,000, capital increases over €uro 200 Million.
Frequently Asked Questions
What is the difference between an SRL and an SA in Romania?
Both are regulated by Law no. 31/1990 on companies and offer limited liability. The SRL (limited liability company) is the most common form for small and medium businesses and subsidiaries, with a simpler structure and restrictions on transferring shares to outsiders. The SA (joint-stock company) requires higher minimum share capital, has freely transferable shares, can be listed, and may be managed under a one-tier or two-tier board system. The choice depends on size, investors and governance needs.
Can a foreign company be the sole shareholder of a Romanian company?
Yes. Foreign individuals and legal entities can own 100% of a Romanian company, and wholly foreign-owned subsidiaries are common. The company is incorporated with the Trade Register (ONRC), which requires constitutive documents, proof of a registered office and, for foreign shareholders, legalized and translated corporate documents. Companies must also declare their ultimate beneficial owners. Certain sectors or transactions may require additional authorizations, for instance foreign direct investment screening or sector-specific licenses.
Are shareholders personally liable for a Romanian company's debts?
As a rule, no. Shareholders of an SRL or SA are liable only up to their contribution to the share capital. Exceptions exist, for example where shareholders abuse limited liability or use the company's assets as their own to defraud creditors. Directors are a different matter: they owe duties to the company and can be held liable for breaching them, and in insolvency proceedings they may be held personally liable if their actions contributed to the company's insolvency.
Are shareholders' agreements enforceable in Romania?
Yes, shareholders' agreements are valid contracts under the Romanian Civil Code and bind the shareholders who sign them. They commonly cover voting arrangements, transfer restrictions, pre-emption, tag-along and drag-along rights, deadlock resolution and exit mechanisms. However, they cannot override mandatory provisions of company law, and they are not automatically binding on the company or third parties in the way the articles of association are. Key provisions are therefore often mirrored in the articles of association.