By the provisions of art. 2 of the Law no. 31/1990 republished, 5 forms of commercial companies are set up, namely: collective companies, limited partnerships, joint stock companies, joint stock companies, limited liability companies.
The choice of the form of society can be freely done by future associates, depending on a number of elements, such as: the scale of trade, the funds available or the number of associates.
Is it necessary for a trading company with foreign capital to have a Romanian citizen associate?
By the provisions of art. 1 paragraph 2 of the Law no. 31/1990 republished stated that “Romanian companies are Romanian companies”, so the company has its own nationality, distinct from the citizenship or nationalities of the individuals / legal entities that make up it.
Consequently, due to the fact that no express provision of the Law no. 31/1990 republished does not require the incorporation of a natural or legal person in the shareholders / shareholders’ structure, the option for this variant remains at the discretion of the company will.
Can the commercial company established on the territory of Romania be managed only by a foreign citizen?
In the absence of a prohibition to be included in the provisions of Law no. 31/1990 republished, the answer can only be affirmative.
However, there were imposed mandatory conditions regarding the capacity and morality required to be fulfilled in order to be able to become administrator.
By the reference to art. 135, the person designated as administrator should have full exercise capacity and have not been convicted of fraudulent handling, abuse of trust, forgery, use of forgery, deception, embezzlement, false testimony, giving or taking of bribes, and for any of the offenses provided in Title 8 of Law 31/1990 republished.
What is to be borne in mind is that these conditions must be met at both the appointment and the duration of the exercise.
Is a foreign citizen able to buy land in Romania?
In accordance with the provisions of Article 41 (2) of the Romanian Constitution: “Foreign citizens and stateless persons may not acquire ownership of land”.
Nonetheless, the doctrine and the practice of practice have ultimately been stated, using the rationale of the legal logic of interpretations per a contrario, as well as the one according to which “exceptio est strictissimae interpretationis”, that foreign legal persons may acquire land on the territory of Romania.
Indirectly, it is possible that a Romanian legal entity, made up of a single foreign natural person, owns land in Romania.
Are there notable differences between the organization and functioning of the societies established by the Romanian law and the solutions established and reflected in the Western legislation?
Lg. 31/1990 is the headquarters of the material for the birth, existence and dissolution of the commercial companies, being completed, according to art. 285 with the provisions of the Commercial Code, which, in turn, stipulates by art. 1 the applicability of the Civil Code, where commercial law does not provide otherwise.
By its editing mode, Lg. 31/1990 aligned itself to the provisions of the Council of the European Union directives on the advertising of companies, the validity of social commitments, the protection of their members against third parties, etc.
Indeed, the legal regime of the companies created by Lg. 31/1990 does not differ in its essential rules from that of large trusts and companies like “capital companies”, based on the circulation of the capital element, or on the opposite of that of “societies of persons”, based on the full trust of the associates.
What are the fiscal or other facilities granted to small and medium enterprises by Romanian legislation?
The applicable scope refers to public procurement, tax exemptions, tax rate on gross profit reinvested zero or reduced.
Thus, with regard to public procurement, small and medium-sized enterprises benefit from 50% discounts for the criteria of turnover and guarantees required in public procurement of material goods, works and services
Also, IMMs are exempt from customs duties for cars, industrial equipment, know-how that are imported to develop their own production and service activities. Similarly, IMMs benefit from a 20% reduction in corporate tax if they create new jobs, and the share of reinvested gross profits is not taxed
What are the legal quotas due to the state budget by legal entities for the income they receive or the services they provide?
1. profit tax – 25%
2. tax on income from self-employment – 39% (liberal professions)
3. T.V.A – 19%
Romanian law in international news. Genesis, trends and perspectives.
From the point of view of the Romanian law’s belonging to a basin of legal civilization, we can undoubtedly assert that it belongs to the French inspirational systems that have as standard the French Civil Code from 1804.
The 1993 Association Agreement between Romania, on the one hand, and the Member States of the European Community, on the other hand, establishes the need for the harmonization of Romanian legislation, present and future, with that of the European Union.
At the same time, this document also shows the ways in which Romania’s legislation is to gradually become compatible with that of the Community (currently the European Union).
In the application of these tendencies and in keeping with the principles of international law, the international conventions to which Romania has adhered and which have been ratified and published in the Official Gazette become mandatory, being considered as internal laws.
Moreover, art. 20 par. 2 of the Romanian Constitution establishes the principle of the international norms to the norm with regard to the human rights field:
“If there are inconsistencies between the covenants and treaties regarding the fundamental human rights, to which Romania is a party, and the internal laws, the international regulations have priority”.