Joint-stock company (SA)

A joint-stock company (SA) is a company whose share capital is divided into shares, its obligations are guaranteed by the company’s assets, and the shareholders are liable only up to their contribution.

The share capital is set by the shareholders according to the company’s needs, but may not be lower than the minimum set by law (historically the RON equivalent of €25,000; now set in lei — see the note above).

A joint-stock company can be set up by:

• contributions from at least two shareholders who carry on a business, share the profits and are liable up to their contribution;
• public subscription — an offer to subscribe made to anyone with money who wishes to invest by buying shares.

The documents needed to register an SA are:

• copies of the shareholders’ identity cards or passports;
• proof of the registered office (lease, sublease, loan-for-use agreement, etc.); if you do not have premises, our office can provide a registered office;
• the homeowners’ association’s consent;
• the neighbours’ consent;
• specimen signatures.

We take care of drafting all the documents and obtaining the papers needed for the Trade Register file, including the name reservation.

The file submitted to the Trade Register includes:

• the registration application;
• proof of name availability and reservation;
• the articles of association;
• proof of the registered office / secondary offices;
• proof of the share capital;
• documents on ownership of contributions in kind subscribed and paid in;
• statutory declarations by the founders, directors or auditors (or the individuals representing a legal-person director or auditor) that they meet the legal conditions;
• specimen signatures of the company’s representatives.

Where applicable:

• registration documents of legal-person founders, directors or auditors (original or certified copy and, where needed, a certified translation with the translator’s signature notarised);
• the decision of the corporate body of legal-person founders to take part in setting up the company (same formalities);
• the mandate of the person authorised to sign the articles on behalf of a legal-person founder (same formalities);
• the declaration identifying the independent registrar that will keep the shareholders’ register;
• prior approvals required by special laws;
• proof of payment of the legal fees;
• the lawyer’s power of attorney.

On the basis of the power of attorney, we file the application with the Trade Register, represent you before the registration judge and hand you the company’s registration certificate within a few days of filing.