a) partnership, whose obligations are guaranteed by the capital and by the unlimited and joint liability of the partners;
b) limited partnership, whose obligations are guaranteed by the capital and joint liability of the general partners; the limited partners are liable only up to the value of their interest;
c) limited partnership by shares, whose capital is divided by shares, and whose obligations are guaranteed by the capital and by the unlimited and joint liability of the general partners; the limited partners are liable only for the payment of their shares;
d) joint-stock company, whose obligations are guaranteed by the capital; the shareholders are liable only for the payment of their shares;
e) limited liability company, whose registered obligations are guaranteed by the registered assets; the shareholders are liable only for the payment of their contributions.
- first and last names or the trade name of the partners, their domicile or headquarters address and citizenship;
- the type of partnership, name and headquarters address;
- the scope of the partnership;
- the capital subscribed and deposited by partners, each partner’s contribution in cash or other assets, the value of the contribution and the method of valuation, and the due date for the payment in full of the subscribed capital;
- the partners in charge with the partnership’s administration and representation, and the limits of their powers;
- each partner’s share of profits and losses;
- location of the partnership’s branches and subsidiaries within the country and abroad;
- duration of the partnership;
- procedures for dissolution and liquidation of the partnership.
Upon registration the judge will review compliance with the provisions of Art.3, and then will order the recording of the partnership contract in the Register of Commerce and in the records of the Financial Administration in the area where the headquarters of the partnership are located, and the publication in the Official Gazette.
The partnership becomes a legal person as of the date of recording in the Register of Commerce.
The recording is performed upon submission of the evidence of the request for publication in the Official Gazette.
The failure to complete the formalities provided for by Art.4 cannot be invoked by partners against third parties.
The partners and all individuals who operated on the partnership’s behalf, prior to the formation of such partnership, have a direct, unlimited, joint liability for the partnership’s operations in which they were involved.
The contract shall be signed by all incorporators, partners or in case of public subscription by the founding members.
The capital cannot be lower than one million ROL and the number of shareholders or partners less than five.
- the first and last names or the trade name of the shareholders, their domicile or the headquarters address, the citizenship or nationality;
- the trade name and headquarters address of the joint-stock company or limited partnership by shares, of their branches and subsidiaries;
- legal form of doing business and scope;
- the amount of subscribed and deposited capital.
Initially the deposited capital cannot be lower than 30%, unless otherwise provided for by law;
- value of the assets brought in as contribution in kind, methods of valuation and number of shares issued in consideration for the heretofore mentioned assets;
- number and nominal value of shares, whether these are nominal or payable to bearer and their number for each class;
- number, first and last names and citizenship of the administrators, the guarantee that they have to deposit, their powers and special rights of administration and representation, granted to some of them; for the limited partnership by shares, the general partner’s first and last names or the trade name, domicile or headquarters and citizenship or nationality, indicating who is in charge with the administration and representation of the partnership ;
- conditions for validity of the general meeting proceedings and procedure of exercising the voting rights;
- number, first and last names and citizenship of the auditors;
- duration of the joint-stock company or limited partnership by shares;
- method of distribution of profits;
- limited partner’s stock in the limited partnership by shares;
- transactions undertaken by shareholders or partners on behalf of the joint- stock company or the limited partnership by shares to be organized, which will be assumed by the new entity and the amounts which will have to be paid on the account of these transactions.
The prospectus signed by the founders, in authentic form, must be deposited before publication with the Register of Commerce of the county where the headquarters of the joint-stock company or limited partnership by shares will be located.
The competent court in the county where the Register of Commerce is located, upon finding that the provisions of paragraphs 1 and 2 are complied with, will authorize the publication of the prospectus.
The subscription shall indicate: the first and last names or the trade name, domicile or headquarters address of the subscriber, the spelled out number of the subscribed shares, the subscription date and an express statement that the subscriber has knowledge of and accepts the prospectus.
The prospectuses which do not include all legal requirements are void.The subscriber could not invoke such nullity if he/she attended the constitutive meeting or if he/she exercised the rights and obligations of a shareholder or partner.
The shares paid for by other consideration than cash, have to be paid in full. Debts of third parties are not allowed as consideration.
This list will be posted up at the meeting place, at least 5 days prior to the meeting.
Prior to the start of discussions of the meeting’s agenda any subscriber has the right to raise issues concerning the list posted up by the founders. The meeting will decide upon these issues.
The subscribers whose contribution is other than cash do not have voting rights in the proceedings concerning their contribution, even if they paid for other shares in cash or they appear as proxies for other subscribers.
The constitutive meeting is legally constituted if half plus one of the subscribers are present and it makes decisions by the vote of the simple majority of those present.
If the majority provided for by law cannot be acquired, then the appointment of the experts will be made by the court upon the request of a subscriber.
- relatives and affiliates up to the fourth degree included, or the spouses of those who made contributions in kind, or of the founders;
- persons who receive wages or remuneration in any form for their work other than as an expert, from the founders or from those who made contributions in kind.
The shares of the subscribers who decided to withdraw may be acquired by the founders or other persons by public subscription within 30 days.
- review the existence of payments;
- determination of the value of contributions other than cash; approval of participation in benefits of the founders and in transactions concluded on behalf of the company or partnership;
- discussion and approval of the joint-stock company or limited partnership by shares contract and by-laws with the assistance of the present members who also represent the absentee members and appointment of those who will attend the authentication of the documents and the formalities required for the formation of the company or partnership;
- appointment of administrators and auditors.
In order to obtain the authorization, the contract and the by-laws shall be submitted within 15 days from their authentication together with the authorization application, and:
- proof of share payment;
- documentation concerning ownership of other assets than cash and in case real estate is also evidenced, a certificate ascertaining the encumbrances and liens;
- the documentation for the transactions concluded on behalf of the company or partnership and approval by the constitutive meeting.
If the court considers it necessary, it may order an expertise on the parties’ account for the valuation of the contribution in kind, the provisions of Arts.18 and 19 being accordingly applicable. If the contract or the by-laws include provisions contrary to the law the court will authorize the operation of the company or partnership only if the respective provisions are amended to comply with the law.
The court decision may be appealed within 15 days from the issuance of the decision.
The joint stock-company or the limited partnership by shares is a legal person as of the recording date in the Register of Commerce. The recording will be done according to the provisions of the last paragraph of Art.4.
The provisions of Arts.5 and 6 are to be applied both to joint-stock companies and to limited partnerships by shares.
Each subscriber may proceed to complete the publicity formalities provided for by law.
If a subscriber files an application for completion of the recording formalities none of the subscribers may claim a release from the obligations caused by the subscription.
The provisions of Art.7, paragraphs 2 and 3 shall also apply to joint-stock companies and limited partnerships by shares.
The founders have the obligation to deliver the documentation and correspondence concerning the formation of the joint-stock company or the limited partnership by shares to the administrators.
The founders are unlimitedly and jointly liable to the third parties for both the failure to complete the formalities for the formation of the company or limited partnership and for the obligations incurred during the formation process.
They assume the consequences of the necessary acts and expenses for the formation and, if for any reason, the company or the limited partnership by shares will not come into being they do not have recourse against the subscribers.
- the full subscription of the capital and payments according to the law or by- laws;
- payment of contribution other than cash;
- accuracy of publicity related to the formation of the joint-stock company or limited partnership by shares.
The founders are also liable for the validity of transactions concluded on the account of joint-stock company or limited partnership by shares prior to their formation and subsequently assumed by the new entities.
For the next five years the general meeting cannot release the founders and the first administrators of the liability that they have according to this article and Art.27.
The quota provided for under paragraph 1 cannot exceed 6% of the net profit and cannot be granted for a period longer than 5 years since the date of formation of the joint-stock company or limited partnership by shares.
In case of an increase of the capital, the right of the founders can be exercised only over the net profit of the initial capital.
Only the persons qualified as founders can benefit under the provisions of this article.