Corporate & SPV Structuring

Incorporating a company in Romania requires the adoption of articles of association compliant with Romanian corporate law, the establishment of the required share capital, a registered office in Romania and the registration of the company with the Romanian Trade Registry.For newly incorporated Romanian limited liability companies (“LLCs”), the minimum share capital is RON 500. Where an LLC subsequently records net turnover exceeding RON 400,000 for a financial year, its share capital must be increased to at least RON 5,000 by the end of the following financial year.For Romanian joint-stock companies (“JSCs”), the minimum share capital is RON 90,000.Depending on the proposed business activities and ownership structure, additional requirements may apply, including specific corporate authorisations, regulatory approvals or documentation relating to foreign shareholders and ultimate beneficial ownership.

Yes. Romanian companies may be established and wholly owned by foreign individuals or legal entities, without any general requirement for Romanian shareholders.Foreign investors may therefore establish Romanian limited liability companies or joint-stock companies either directly or through existing foreign corporate entities. The resulting company, provided that its registered office is in Romania, is a Romanian legal entity irrespective of the nationality of its shareholders.However, certain investments may be subject to Romania’s foreign investment screening regime. Investments falling within strategic sectors and exceeding the applicable statutory threshold may require prior authorisation from the Commission for the Examination of Foreign Direct Investments (“CEISD”). The screening regime may also apply to investments below the threshold where national security, public order or relevant EU interests may be affected.Where a foreign legal entity participates as shareholder, the incorporation process will generally require appropriate corporate documents evidencing its existence, representation and authority to establish the Romanian company, together with Romanian translations where applicable. The ownership structure must also be assessed from the perspective of beneficial ownership and, where relevant, foreign investment screening requirements.I can coordinate the incorporation process for foreign investors, including the assessment of applicable FDI requirements, preparation and review of foreign corporate documentation, Romanian translations, incorporation documents and Trade Registry filings through to final registration.

I can provide complete support for establishing a Romanian company in the legal form and corporate structure best suited to your proposed activities and investment objectives.This includes advising on the appropriate corporate structure, drafting the articles of association, reserving the company name, preparing beneficial ownership documentation, coordinating any required foreign corporate documents and Romanian translations, and filing and managing the incorporation application before the Romanian Trade Registry through to final approval.Where appropriate, support may also include the temporary establishment of the company’s registered office at my professional premises for the purposes of incorporation, authorisation or relocation, subject to the conditions and statutory time limits applicable to lawyers.I can also undertake the legal formalities required for registering companies, shares or equity interests in the name and on behalf of the client and, where applicable, maintain the corresponding statutory registers and assist with subsequent entries, transfers or security interests.Following incorporation, I can provide assistance with bank selection, account opening, KYC and onboarding procedures, as well as with any regulatory or foreign investment screening requirements relevant to the proposed ownership structure or business activity.