Limited Liability Partnerships (LLP) are entities with legal personality who can carry out any kind of activity provided in the classification of activities in the national economy in force (CAEN Rev. 2) as well as certain activities regulated by special laws.
The number of shareholders in the joint stock company can not be less than 2 and the share capital can not be less than RON 90,000 (aprox EUR 20,000). In the LLP, the share capital is represented by shares issued by the company which, according to the mode of transmission, may be nominative or the bearer and the nominal value of a share may not be less than 0.1 RON.
The LLP is constituted by a full and simultaneous subscription of the share capital by the signatories of the constitutive act or by public subscription. In the case of a full and simultaneous subscription of the share capital by all the signatories to the constitutive act, the social capital paid to the constitution may not be less than 30% of the subscribed capital. The share capital difference will be paid within 12 months for the shares issued for a cash contribution and no later than 2 years from the date of constitution for the shares issued for a contribution in kind.
Our services may include:
- Consultancy regarding the legal provisions in the field, the requirements imposed by the law for setting up an LLP and its operation;
- Reservation company name;
- Admin signature specimen;
- Authentication of the memorandum by the Notary if immovable assets are brought in as a contribution to the share capital;
- Drafting by the lawyer of the company’s constitutive act, which will include: your data, object of activity, social capital, insertion of CAEN codes, operating conditions, conditions for liquidation, etc .;
- On request, attorney’s attestation of the constitutive act if the contribution to the social capital is made in cash;
- Drafting by the lawyer of the statements of the directors, associates and auditors required by law to set up the firm;
- Upon request, the attorney’s attestation of the statements of the directors, associates and auditors / auditors;
- Writing the Declaration on Your Own Liability, or, upon request, writing your Own Pattern Declaration for Authorizing Activities at Headquarters or Third Parties;
- Drafting of the act on the holding of the registered office (contract for rent or lease);
- Upon request, hosting a registered office in a law firm;
- Submitting the file to the Registry of Commerce;
- Raising documents for the establishment of the joint stock company and handing them over to the client;
Some prior operations are required to set up a branch. For branches it is not mandatory to check the availability and / or booking of the company.
The Branch consists of the company of the legal person who founded it, the name of the locality where its registered office is located, followed by the word “branch” and the name of the locality in which the branch has its headquarters.
If the same legal entity is set up by more than one branch within the same locality, only an indicative of distinctiveness is needed. The company’s branch office in Romania of a foreign company will have to include the mention of the main headquarters abroad.
If, by way of exception, the name of the branch is different from that of the legal entity abroad, the name of the branch will be followed by the indication of the firm and the legal person concerned, as well as the word “branch”.
The solution of the request rests with the competence of the director of the Registry of Commerce attached to the court and / or the designated person or persons who may dispose of the administration and other supporting documents than those provided by the law.
Registered office address
The possibility of temporary establishment of the registered office of a company at the attorney’s office is provided by Law 51/1995 on the organization and pursuit of the profession of lawyer at Art.3.
The Statute of the Attorney-at-Law, in Subsection 5, makes the following additional clarifications:
- The period for which the registered office of the company in question is established at the attorney’s office shall not exceed one year;
- Proof of the headquarters is done with the legal assistance contract.
In practice, hosting a registered office with a lawyer is the simplest way to solve the problem of finding a solution for the registered office.
Its advantages consist in:
- The reduced cost of renting a physical space in a building;
- it is no longer necessary to obtain such documents as the Owners’ Association Agreement, the ANAF Certificate for the headquarters space, the Non-Overlaps Notary Statement, the Mortgage Acquisition Agreement, the Ministry of Finance Agreement for the real estate acquired through the First House credit;
- According to our offer, we will be responsible for receiving, managing and handing over your correspondence to your registered office (eliminating the risk of not receiving important letters, such as ANAF).
Its disadvantages consist in:
- The hosting of the registered office, however, presupposes a cost, compared to a contract for a space in an apartment of the associates / of some relatives / friends;
- duration is limited to one year, while another solution / location is to be sought;
- Companies wishing to obtain a VAT code get a lower score if they have their registered office at the lawyer;
- Can not authorize economic activities at headquarters.
In the preparation phase of the Registry of Commerce dossier, we will provide you with consultancy to accurately identify your options in order to choose together the optimal solution that suits your particular situation.
Intellectual property is the core of any major commercial transaction or litigation with strategic implications seeing as it is one of the most complex areas of legal practice, due to the fact that companies develop their business in regards to products, trademarks, data and services around the world.
Our team provides you with all our experience and professionalism in successfully completing the procedure provided by the legislation regarding:
- Drafting of copyright, trademarks, patents or industrial designs specific contracts, agreements on the use of intellectual property rights, know-how and others.
- Filing the application for registration of the trademark and registering it with OSIM.
- Obtaining the trade mark registration certificate.
- Trademark monitoring for 1 year from the receipt of the deposit.
- Investigating the brand availability at European level before registering the mark.
- Submission of the renewal application at the time of the protection granted by OSIM.