3.	DESCRIPTION OF TRADING COMPANIES
	SRL SA SCA SNC SCS

SCA
PARTNERSHIP LIMITED BY SHARES

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

SCA , the second type of the commercial company by shares, stipulated by the Romanian commercial Law. It differs by the SA in so far the unlimited and soldiery liability of the active partners as to their obligations is concerned.

Two categories of partners:
- sleeping partners
- active partners

The active partners are traders, solitary responsible for social obligations, and their rights in the company - shares of interests - are nor freely transferable. However, they may have shares as a consequence of the subscribe contribution on the occasion of setting up of the company or by subsequently acquisition of the titles.
In this case they reach a double quality, of sleeping and active partners.
Remark: the participation of the active partners to the capital constitutes of exception. Their contribution is mainly represented by their activity - abilities skills and labour.
The sleeping partners, their liability is limited to the subscribed capital and their shares are negotiable.

Consequential, the sleeping partners have the same status as the partners in General Partnership and the sleeping partners are the shareholders.
As a conclusion we may state that in order to set-up a SCA the existence of at least one active partner is necessarily.

a.) Idem SA

According to Art. 5 paragraph 1 from Law 31/90 republished SCA is set up by company contract and by laws, which can be concluded under the form of a single document, called set-up document.

a.) According to the Art. 35 from the Law 26/1990 on the Trade Registry the Firm of a SCA is made up of its own denomination meant differentiate it from the firm of the other company and the mention " SCA will be written".

a) Idem SA

a.) Idem SA

a) Idem SA

The register capital of the SCA may not be less than 25 million Lei. The capital will be devised into shares.
Remark: the parties of interest of the active partners do not contribute to the recited capital

The contribution of the partners may be
- in cash ( compulsory )
- in kind ( optional)

The contribution in claims is not allowed for the SCA.

The administration of the company:
- the administration is provided by the active partners only;
- they may be appointed in the set-up document or a subsequent document;
- the active partners are elected by the general meeting;
- The administrators will be revoke by the General Meeting of the general share holders thorough a decision taken by the majority set to the extraordinary meetings (Art. 184 paragraph 1 from Law 31/90 republished).

- supervision of administration is performed by the auditors;
- The active partners who are administrators can not participate to the consultations of the General Meeting of the election of the auditors even if they own shares in the company.

Idem SA

a.) Idem SA
b.) See art. 8 from Law 31/90 republished.

a.) Idem SA

Idem SA.

a.) Idem SA

Idem SA

Idem SA