A local outsourcing subsidiary (“Subsidiary”) may be incorporated under the Corporate Law 31/1990 (“Corporate Law”), in the form of a private company, mainly as a limited liability company (“S.R.L.”) or as a stock company (“S.A.”). As a rule, no special requirements or corporate restrictions are provided by the law for such Subsidiary. The minimum number of shareholders in an S.R.L. is of one shareholder while in an S.A. is of two shareholders.
In case of S.A. companies, they may be listed on the Stock Exchange, in Romania or abroad. The shareholders may be both Romanian or foreign private individuals or private entities. The minimum share capital of the Subsidiary is of RON 200 (EUR 46) for an S.R.L. and of RON 90,000 (EUR 20,674) for an S.A. In both cases, the share capital may be contributed in cash or in kind. Ad- ditionally, in S.A. the public subscriptions are permitted.
The management of the Subsidiary shall be organised by one or more directors, being Romanian or foreign private individuals or legal entities. In the S.A. companies, the number of directors must be uneven. These directors may be granted full or limited powers to manage the Subsidiary and to represent it in relation ￼with the third parties. What is important for the operation of the Subsidiary is its line of business. This will be determined in compliance with the provisions of Order 337/2007 regarding the classification of activities in the national economy.
According to this classification and considering the actual object of the outsourcing activities of the Subsidiary, the line of business shall mainly consist in: Other information technology and computer service activities, Data processing, hosting and related activities, Other information service activities n.e.c., Fund management activities, Activities of centralised head offices, Public relations and communication ac- tivities, Business and other management consultancy activities, Market research and public opinion polling, Other professional, scientific and technical activities n.e.c., Activities of call centres, Combined office administrative service activities and Other business support service activities n.e.c.
The actual operation of some of the activities of above may be subject to prior authorisation from different national bodies. Documents to be provided by the shareholders for the incorpo- ration of the Subsidiary consist of resolutions regarding the establishment of the Subsidiary, the articles of incorporation, affidavits letters of financial good standing and trade registry except.
The incorporation of the Subsidiary is under the competence of the Trade Registry. Normally, the incorporation formalities take three (3) business days. Within 24 hours as of the finalization of these formalities, the Subsidiary is registered with the official da- tabase of the Trade Registry and receives a registration number (i.e. the Sole Registration Number).
Additionally, the Trade Registry takes care of officially communi- cating all necessary documents, including the fiscal registration application (in Romanian: Vector Fiscal),to the fiscal authorities for the fiscal registration of the Subsidiary. The costs of incorporation of the Subsidiary are of around RON 500-800 (EUR 115-185).
Upon request, immediately after the incorporation, the Subsidiary may apply for registration as a VAT payer, under the provisions of the Order 1976/2011 regarding registration for VAT purposes. This procedure implies documentary and factual verifications re- gardingfiscalbackgroundofthe shareholders and of the directors, as well as of the characteristics of the headquarters and of the type of authorised activities. If these verificationsaresuccessful,aVAT certificate is issued to the Subsidiary.
This registration is free of charge and under normal conditions is finalised within 15-30 days as of the submission of the application. Further in case the Subsidiary will undertake intracommunity operations within the EU Member States, it shall also register in the Register of Intra-community Operations, before initiating such operations.
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Authors: Alexandru Rusu (Partner), Alina Melcescu (Senior Associate), Cristina Mihai (Managing Associate), Iulia Cojocaru (Associate) at bpv GRIGORESCU STEFANICA, Romania