Unlike many other jurisdictions shelf companies in Romania do not offer benefits in relation to speed of incorporation - although purchasing a ready made company does skip some of the registration process, the procedure for ownership transfer of the company (share transfer) is complicated and time consuming.
Due to the complexities and time consuming nature of share transfers in Romania we recommend incorporating a new company.
Our Ready Made companies in Romania have never been traded and have no liabilities or obligations. Our Romanian companies come fully registered with:
When we create a company with neutral company names, using words such as Investments and Property, that suit many company activities. However, we are able to change the company's name the same day of purchase if required.
It is also possible to change the business objects, registered address and Articles and Memorandum of Association if required.
Our ready made companies have never traded but have been fully maintained up to Romanian accounting and reporting standards, including financial statements, annual returns, etc. This offers:
Upon purchase of your ready made company you must appoint company directors. Directors of a Romanian company may be individuals or corporate entities, with no restrictions on nationality or residency. As the incorporation agent we are currently acting as the company director and upon purchase we issue a directorship resignation and your new directors are appointed by completing and signing the relevant documentation.
Once appointed the new directors will receive copies of all official company documents, such as Certificate of Incorporation, Articles and Memorandum of Association and secretarial forms.
Upon purchasing your Romanian company ownership must be transferred to the new owners via a share transfer. The process for transferring shares in Romania is the reason we recommend registration a new company - the process is complicated and time consuming, taking up to 2 months.
The process for share transfer is considerably more complicated in Romania compared with other jurisdictions and requires interaction with the local tax authority to verify all accounts are up to date and the seller of the shares does not have any debts towards the Romanian State - these reporting requirements to the local tax authorities is the primary reason for the long transfer process.
Shares are transferred via a Share Assignment Contract, signed by both the current shareholder(s) and the future ones, with all changes to the company being registered with the Trade Register. Alongside the Share Assignment Contract a Company Resolution must be drafted in a specific format and new Articles of Association must be drafted.
If the assignor or assignee of the shares is legal entity (Romanian or Foreign) then an additional special resolution must be drafted, using the exact working of the Share Transfer Agreement contract. Any differences between the two documents may cause problems with the Romanian Trade Registry.