ESTABLISHMENT OF A JOINT STOCK COMPANY (SA)

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ESTABLISHMENT OF A JOINT STOCK COMPANY (SA)

When we want to carry out a commercial activity we will have to think about what kind of organization suits us. At the moment the best form of fiscal organization is the limited liability company. However, depending on the size of the business itself, some investors may choose to set up a SA to carry out their activity.

WHAT ARE THE STEPS THAT SHOULD BE FOLLOWED IN THE PROCEDURE OF ESTABLISHING A SA?

NAME RESERVATION

  1. The procedure for setting up a SA starts with the reservation of a name of SA. The reservation of the name will be made at the Trade Registry. Our advice is to have at least 5 name variants ready for your SA. You need at least 5 name variants because there is a possibility that one of them is already reserved.

CHOOSING CAEN CODES

The selection of CAEN codes for your SA must be done with a lawyer. It is very important to choose the CAEN codes of the company in accordance with the activities you will perform.

DRAFTING THE DOCUMENTS

  1. The most important stage in the establishment procedure is the drafting of documents.

What are the documents that will be drafted by your lawyer?

  1. The articles of incorporation - is practically the most important document in the establishment procedure of a SA and will be the basis of this procedure. The articles of incorporation will have to be drafted by a lawyer so that there are no problems during the establishment procedure of a SA.
  2. The free lease contract or lease contract - is the document that will ensure the registered office of your SA.

DOCUMENTS REQUIRED TO ESTABLISH A SA?

Once the documents drafted for the incorporation we shall need some other documents in order to complete the procedure.

WHAT ARE THE DOCUMENTS REQUIRED FOR THE PROCEDURE OF ESTABLISHING A SA?

  1. Application for registration - form that you will find at the Trade Registry (typified).
  2. Annex 1 (tax registration) - form that you will find at the Trade Registry (typified).
  3. Statement on your own responsibility regarding the activities of the headquarters or third parties - the form you will find at the Trade Registry (typified).
  4. Name reservation in original.
  5. The Articles of incorporation of the company drafted by a lawyer.
  6. Statement on your own responsibility that you can have the quality of an associate within a SA - authenticated to the Notary.
  7. Statement on your own responsibility that you can have the quality of a Director within a SA - authenticated to the Notary.
  8. The signature sample of the Director of the SA.
  9. Identity documents of the founders of the SA.
  10. The document of ownership of the building that will be the headquarters of the company. This can be one at a time: the sale-purchase contract, the donation contract or any document that attests the ownership right.
  11. If the company headquarters will be within a block of apartments you will also need the agreement of the neighbors. At the same time, you will need the consent of the President of the Owners Association.
  12. If the company headquarters will be within a block apartments you will attach an ANAF map. The ANAF map will contain the free lease contract or lease contract, the title of the property and the ANAF form. You can find the ANAF form at the Trade Registry.
  13. Proof of the payment of the share capital of the SA. At the time of depositing the share capital you will receive a receipt which will be the proof of the payment.
  14. The free lease contract or lease contract that attests the right of use over the space destined for the registered office.

SUBMISSION OF THE FILE TO THE TRADE REGISTRY

The last step is the easiest. The documents will be registered in a file at the competent Trade Registry depending on the company headquarters. Thus the establishment procedure of the SA will be completed within 3-4 days from the submission of documents to the Trade Registry.

Important aspects in registering a SA

a. The minimum share capital for the establishment procedure of a SA is a minimum of 25,000 EURO (cannot be less than 90,000 lei).

b. The documents will be placed in a file in order and will be submitted to the competent Trade Registry.

c. The minimum number of shareholders is two.

d. Within the articles of incorporation, the number of shares (registered or bearer), name and identification data of the auditor of the SA will be specified.

e. The first directors as well as the first censors of the entity will be mentioned in the articles of incorporation.

What documents do we need?

a) Copy of the founders identity card.

b) If the headquarters will be within a block of apartments - the title of the property of the building: contract of sale - purchase, contract of donation. If you choose to have the headquarters at the law firm, you will no longer need these documents.

c) A list of 5 variants of name for your SA.

Our team of lawyers will be at your disposal during the establishment procedure of a SA.

Their professionalism will help you through out the whole procedure of incorporation.

How much does it cost?

In addition to the attorney fee you will also have to pay the following:

a) approximately 150 lei, the fee paid to the Notary with whom you will choose to collaborate.

b) 123 lei, taxes to be paid at the Trade Registry.

c) 90.000 lei share capital (this amount will be deposited at a bank you will agree with).

ESTABLISHMENT OF A JOINT STOCK COMPANY (SA)

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