3. DESCRIPTION OF TRADING COMPANIES     SRL SA SCA SNC SCS

SRL
LIMITED LIABILITY COMPANY

1. PARTNERS 2. NUMBERS OF PARTENRS 3. SET-UP DEED 4. COMPANY 5. LOGO 6. HEADQUARTERS 7. OBJECT OF ACTIVITY 8. REGISTERED CAPITAL 9. CONTRIBUTION OF THE PARTNERS 10. LEADERSHIP 11. CONTROL 12. PARTENRS PARTICIPATION TO PROFIT AND LOSS 13. SET-UP DEED CONTENT 14. SET-UP DEED MODIFICATION 15. PARTNERS EXCLUSION AND WITHDRAWAL 16. MERGING AND SPLITTING 17. DISSOLUTION 18. LIQUIDATION

 

1. PARTNERS

There may become partners and set-up a SRL:
a.) natural private persons, Romanian or foreign citizens
b.) Romanian or foreign legal persons

General rule:
a.) minimum 2 partners
b.) maximum 50 partners

Exception:
a) one legal or natural private person in case of sole partner SRL, under the following conditions
b) a legal or natural private person can be sole partner in only one SRL
c) a SRL can not have as sole partner another SRL made up of a single person

It is said that a SRL is set-up when it has:
a.) bylaw and statutes
b.) only statutes for the sole partner SRL
c.) both for a) and b) there can be drawn up a single document named SET-UP DOCUMENT

The signatories of the set-up documents along with the persons that play a part in the setting up of the company are considered as founders.
There can not be founders those persons who, according to the law are seen unable or have been accused of fraudulent administration, abused of confidence, false, use of false, fraud embezzlement, false testimony, bribery as well as other crimes provided by the law.

a.) Any company must have a firm.

b.) The firm is the name or the denomination under which a trader operates and undersigns.

c.) the Firm must be first written in the Romanian language

d.) the Firm of a SRL is made up of its own denomination that may be followed by the name of one or more of the partners and will be accompanied by the fully written mention "societati cu raspundere limitata" or SRL

e.) Any new firm must differentiate from the existing ones

f.) No firm will bear a denomination used by the traders in the public sector

a) The LOGO is the sign or the denomination that differentiates a trader of another one of the same kind

b) The LOGO must be primarily written in Romanian

c) Any LOGO must be different from the logos registered in the same trade register for the same type of trade as well from the logo of other traders of the market, where the trader in question operates

d) The LOGO can be used when accompanied by the trader's firm

a.) The company must have a headquarters which is the place and address, where the leading body and the administration operate

b.) The headquarters is an identification element of the company according to which the following are established : applicable law, competent courthouse, nationality of the company, place where registration, publicity and licensing formalities must be accomplished

c.) The company may establish offices with no legal status (branches, agencies, representation offices, operational units, etc.)

a) The set-up document must contain the activity, which will be developed by the company in view of getting profit: production, trade, services, transactions, intermidiation, etc.

b) The object of activity must be established having in view the main domain of activity , the main activity and the secondary activities

c) The object of activity is established according to the classification of activities CAEN, approved by Decision of the Government of Romania 656/97

d) The object of activity established must be legal and moral.

a) The registered capital is made up by the partner's' contribution

b) The registered capital can not be less than 2 million LEI, and is divided into equal social shares, not less than 100. 000 LEI / each

c) The social shares can not be represented by negotiable titles

d) The social shares can be transmitted to other partners or persons outside the company with the approval of the rest of partners

e) The social shares can be transmitted by succession if the set-up document contains a clause of continuation with the successors.

a) The contribution may be in cash (compulsory) and in kind (optional).

b) The contributions of accounts receivable and the lucrative activities are not admitted to se-up or increase the social capital

c) For the sloe partner SRL, the value of in kind capital is established according to an expert analysis

d) Depending on their contribution, partners get social shares

e) The contribution in currency is recorded in the set-up document in LEI also at the official rate exchange on the date the deposit was made

f) the contribution in currency of foreign partners is recorded in LEi and USD

g) the goods counting as contribution in kind become the property of the commercial company

h) the contribution to the capital does not bear interest

a) The leadership of the company is performed by the General Assembly of the partners and by the manager or the Board

b) The General Assembly has the following duties :

- to approve the balance sheet and to establish the distribution of the net profit
- to assign the managers and the auditors
- to decide the suit of the managers and auditors for the damages brought to the company
- to modify the set-up documents

c. The sole partner SRL, has the rights and duties provided by the law for the General Assembly of partners

d.) The company is administrated by one or more associate or non-associate managers assigned by the set-up document or the General Assembly of the partners

e.) The right to represent the company belongs to each managers except for the case when the set-up documents states the contrary

f.) The powers and limits of the managers are established by the set-up documents

a.) The control of the company is exercised by one or more auditors elected by the General Assembly

b.) The assignment of the auditors is compulsory if the number of partners exceeds 15

c.) In the absence of the assigned auditors the control is exercised by the partners that are not managers

d.) The legal provision with regard to the auditors in the SA , is applicable to the auditors in the SRL

a.) The distribution of the net profit is made by the General Assembly

b.) The shared quota from the net profit payable to the each partner is called dividend

c.) Dividends are paid to the partners according to their participation share to the deposited registered capital if the set-up document does not state the contrary

d.) Dividends are paid from the real benefits only and on the basis on the balance sheet

e.) The partners are liable for the losses of the company proportionally with their participation to the registered capital up to the limit of the subscribed registered contribution

The set-up document of the SRL will contain:
a.) name and given name, place and date of birth, home address and citizenship of the partners of the natural persons; denomination, headquarters and nationality of partners for legal persons . For the SCA , the partners and the sleeping partners will be shown

b.) Legal form, denomination , headquarters and if the case -the logo of the company

c.) Activity object stating the main dominion and activity

d.) The subscribed and paid registered capital where the contribution in cash or in kind of each partner will be stated, the value of the contribution in kind and the way it was evaluated as well as the date on which the whole subscribed registered capital will be paid. For the SRL's there will be a clear statement of the number and nominal value of the shares as well as the number of shares allotted to each partner depending of his contribution.

e.) The partners that represent and administrated the company or the non-associate managers, natural or legal persons, powers they got and whether they will exercise them jointly or separately

f.) The share of each partner to profits and losses

g.) Offices-branches, agencies, representations offices or any other such units which are not legal persons, when they are established at the same time with the company or the conditions of setting them up if the partners have it in view.

h.) Duration of the company

i.) Dissolution and liquidation of the company

a.) The set-up document can be modified by the partners with the observance of the conditions provided for its conclusion

b.) The modifying additional document will comprise the whole text of the modified provisions from the set-up document

c.) If several modification of the set-up document will be made, the latter will be updated

a.) There can be exclude from the company :

- the partner who, up to the established deadline, did not paid his contribution
- the partner assigned as manager who commits fraud damaging the company or uses his signature given by his position or the registered capital for his own or somebody else's use

b.) The exclusion is pronounced by the decision of the Courthouse by request of the company or of any of its partners.

c.) The excluded partner enjoys the right to profits and is reliable for the losses up to the exclusion day.

d.) The excluded partner does not enjoy the right to a proportional shared from the patrimony of the company but only an amount of money representing the value of this share established by the partner or expert.

e.) A partner may withdraw from the company :

- under the circumstances provided by the set-up documents
- with agreement of the other partners
- by decision of the Courthouse when the set-up documents does not state about the withdrawal and in the absence of the approval of the rest of partners

f.) The rights of the withdrawn partner in accordance with his share are established by the partners or an expert and in case of disagreement by Courthouse

a.) The company can merge with one or more existing companies

b.) The merging is made either by absorbing another company or by merging and a new company results

c.) The splitting of the company can take place by

- splitting a part of the patrimony and the transmission to one or more existing companies or which come into being this way
- division of the whole patrimony of the company between two or more existing companies or come into being this way

d.) In this case the splitting company ends its existence

The company is dissolute by

a.) Expiry of the company duration

b.) Impossibility of achieving its objet of activity

c.) Declaration of the company's nullity

d.) Decision of the General Assembly

e.) Decision of the Courthouse by request of any partner for thorough reasons like deep disagreements between partners which prevent the operation of the company

f.) Bankruptcy of the company

g.) Lack of capacity exclusion, withdrawal or decease of some partners when, due to these causes the number of partners reduced to one.Exceptions makes when the set-up documents contains the continuation clause for the inheritors or when the remaining partner decides the continuation of the existence company under the form of a sole partner SRL

h.) Loss of half of the registered capital or its diminution below the legal minim.
The company is not dissolute if within nine months from the date of the loss or diminution of the register capital is acknowledged, the latter is re-completed.
The capital can be reduced to the left amount or the legal minim amount or the company is transformed into another one where the registered capital is acceptable.
Also, the Courthouse may pronounce the dissolution by request of the Camber of Commerce and Industry or of any other concerned party:

i.) The company does not have the statutory bodies or they can not gather

j.) During three consecutive years the company did not forward its balance sheet or other documents to the office of the Trade Registry

k.) The company ceased its activity has no known headquarters, the partners disappeared, or have no known domicile or residence.
The company is not dissolute if the ceased of activity has been announced to the fiscal bodies and registered in the office of the Trade Registry and the time period of ceasing the activity does not exceed three years.

a.) The effect of the company dissolution is the starting the liquidation procedures except for the merging or total division cases or the dissolution case of a sole partner SRL

b.) The liquidation and distribution of the patrimony is provided by authorized liquidates appointed by the partners or Courthouse.

c.) By the end of the liquidation procedures, the liquidates will drawn up the liquidation balance sheet and will make proposals with regard to the distribution of the existing assets between partners.