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Romania is situated in south-eastern Europe just north of the Balkan Peninsula and is the second largest country in Central and Eastern Europe with an area of 237,500 sq kilometres. The country is divided into three areas the central and north-western region comprising Transylvania, Crisana and Banat and encompassing the Carpathian Mountains; the southern region comprising the Wallachian Plain with the river Danube forming the country’s southern border; lastly, the eastern region comprises the Moldavian Plain bordering Moldova and Ukraine. The Capital is Bucharest with a population of approximately two million.
The total population of Romania is approximately twenty two million, 55% of which live in urban areas. Ethnic Romanians make up about 89% of the population, Hungarian 7% followed by Rroms, Germans, Russians and Serbs.
Romania is a Constitutional Republic. The present Constitution was adopted by the Parliament on 21 st November 1991. The Legislative power is vested in a bicameral Parliament which is made up of a lower house of 345 seats (Chamber of Deputies) and an upper house of 140 seats (Senate). Parliamentary elections are held every four years whilst presidential elections are held every five years.
Romania has an extensive road and rail network. The main Romanian providers of scheduled passenger air transport are Tarom and Carpatair, several international airlines serve Romania and there are daily flights to most European capitals. Airfreight is handled exclusively in Bucharest.
Since the beginning of 1990, Romania has had a free market economy countered by a continuous government presence in the industrial sector. Romania sits at the crossroads of many traditional commercial routes that allow access to over 200 million consumers within a 1,000 km radius of Bucharest. Romania has six designated Free Trade Zones, mainly located around ports: Constanta Sud-Agigea (on the Black Sea), Sulina (at the mouth of the Danube), Braila, Galati, Giurgiu (on the Danube), and Curtici-Arad (on the Hungarian border).
The official and spoken language is Romanian although Hungarian and German are spoken in the North West and central regions.
The Ron.
No.
Civil Law, the modern legal system in Romania dates back to the mid-19th century. The Romanian justice system is based on French, Belgian, Italian and German models.
The Companies Act 31/1990 modified by Law 441 /2006.
Joint Stock Company (Societat pe Actiuni, SA).
For the administration of SAs, Company Law provides a specific legal status for the SAs directors. Thus, the SAs shareholders may choose between two different administration systems:
(i) Under the unitary system, the management of the Company is entrusted to a single corporate body – either a sole Director or a Board of Directors who are entitled to take all necessary and appropriate actions towards performing the company’s statutory objects, save for any actions specifically entrusted to the general meeting of shareholders.
The Board of Directors may delegate the management of the company to one or more executive officers, appointed either from among the members of the Board of Directors or from outside. The executive officers are entitled to take all necessary and appropriate actions regarding the company’s management, by observing the company’s statutory objects and the exclusive competence of the general meeting of shareholders and / or the Board of Directors.
Delegation of responsibilities is mandatory for companies submitted to the financial audit by effect of the law.
(ii) Under the dualist system, the management of the company is entrusted exclusively to a Directorate, having the competence to take all necessary and appropriate actions towards performing the company’s statutory objects, by observing the exclusive competence of the general meeting of shareholders and/or if one is appointed by a general meeting of shareholders, the Supervisory Board. The Supervisory Board is entitled only to supervise and control the activity of the Directorate.
A member of the Supervisory Board cannot be a member of the Directorate.
Joint Stock Companies are not permitted to:
A Romanian company has all the powers of a natural person.
Romanian.
Companies must maintain a registered office in Romania.
7 to 10 days, subject to name approval.
A name, that is similar to or identical to an existing company or is known to exist elsewhere. A name which may imply illegal activities.
Names can be expressed in any language using the Latin alphabet.
The following names or their derivatives require consent or a licence: bank, building society, savings, loans, insurance, assurance, reinsurance, co-operative, council, Chamber of Commerce, trust, municipal and finance or their foreign-language equivalents.
The use of the word “ Romania” or the name of any Romanian town within the company names is subject to special Government approval.
SA (Societat pe Actiuni).
The identity of the beneficial owners of the Romanian Limited Liability Company is not confidential.
Joint Stock Companies have a minimum authorised share capital of Ron 90,000 or its currency equivalent. The minimum issued share value is one share of Ron 0.1.
Joint Stock Companies may have registered shares, preference shares, redeemable shares and shares with or without voting rights.
With effect from 1 st January 2007 the standard tax rate of 16%.
Romanian companies may be registered for VAT purposes.
Romania is a party to over 78 tax treaties.
Joint Stock Companies (SAs), if registered in Romania, are considered as resident in Romania for tax and currency purposes and must comply with statutory requirements for book and record keeping as detailed in the Accounting Law of 2005. SAs are obliged to appoint either censors or auditors, depending on the specific situation of the company.
The minimum number of directors is one; they may be of any nationality or residence. Bodies corporate may be appointed as directors.
A Company Secretary is not required.
The minimum number of shareholders is five who may be individuals or legal entities.
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