Joint Stock Company.

The minimum statutory capital for a joint stock company shall be RON 90,000 (approximately EUR 25,715). Shares must be held by a minimum of two shareholders, individuals and/or legal entities (there is no maximum limit), and can be open to either public or private participation. The minimum face value of one share shall be RON 0.1. Pursuant to the recent amendments, company shareholders may empower the administrators to increase the share capital by a specified amount, provided it does not exceed half of the value of the existing share capital.

Two options have been provided for administration of joint stock companies: the unitary system and the dualist system. Unitary system – the company is managed by one or several administrators organized as a Board. The Board can assign management of the company to one or several directors. Dualist (two-tier) system – the management of the company is ensured by a Directorate and a Supervisory Board: The Directorate carries out the activities and management of the company and reports to the Supervisory Board;


The Supervisory Board exerts permanent control over the Directorate and reports to the General Meeting of Shareholders. Administrators, members of the Directorate and the Supervisory Board may not conclude a labour agreement with the company, a management agreement is required instead. A representative office is usually set up by foreign companies in Romania to carry out non-commercial activities such as advertising and market research on behalf of the parent company.
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Representative offices cannot carry out commercial activities in Romania. In order to register a representative office, company officials should apply to the General Department of Commercial Policies in the Ministry of Small and Medium Enterprises, Trade, Tourism and Liberal Professions and pay an annual fee of USD 1,200 for the license. Upon authorisation, the representative office must be also registered with the Ministry of Economy and Finance and with the Romanian Chamber of Commerce and pay an annual income tax of USD 4,000.