Corporate and commercial law
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CORPORATE AND COMMERCIAL LAW
The lawyers from Serban & Serban Law Firm and Consulting are characterized for their qualification in various branches of Romanian and international law and can offer the highest level of legal services and legal assistance for local and international clients.
The lawyers from Serban & Serban Law Firm and Consulting represent a rigorous intellectual approach to the law, as well as a practical understanding of the ever-changing demands of business. This means that our clients can be sure that, no matter the case or transaction, our lawyers have the experience to deliver legal advice that works in a commercial context.
In the area of general commercial transactions and contracts SERRBAN & SERBAN Law Firm’s lawyers are frequently involved in advising clients in connection with the negotiation and drafting of all types of commercial and civil contracts.
Serban & Serban Law Firm has been involved in the restructuring of foreign investment projects in a wide range of industries by providing:
Due diligence: reviewing corporate documents and issuing due diligence reports on the legal status and operation of target businesses.
• Drafting the statute act of the company and the attestation
• Corporate governance
• Private equity
• Agency agreements
• Domestically and international join ventures
• Corporate contracts (drawing the standard contract and specific contract/typical and atypical contract, based on the national and international practice.
• Assisting the clients during the negotiations.
• Elaboration of the special contracts of a company
Set up a company
For corporate formation, we can arrange the constitution of an appropriate structure in a suitable jurisdiction, according to specific requirements. Legal and fiscal opinions will usually be sought. We are able to offer company incorporations and fiduciary services in many jurisdictions through our network of offices that cover zones and financial markets around the world.
The legal form must be chosen by the investors or we can advice the clients based to the activity they intend to develop, or the financial plan and type of investment (long term or short term investment) and based on the industry of the client.
Romanian companies
Romanian, foreign individuals or Romanian or foreign legal entities may be shareholders of a Romanian commercial company which may be set up under several legal forms:
• S.R.L (LTD)
A limited liability company (S.R.L.) may be set up by a number of shareholders which cannot exceed 50. Company Law allows for the incorporation of a company with one shareholder. The share capital of an S.R.L. may not be less than RON 200, and it is divided into shares ("participating shares") with a registered value of at least RON 10 each. Shares are not marketable titles but they can be traded between shareholders.
• S.A.
A joint stock company (S.A.) can be set up by at least two shareholders and the share capital by reference to the exchange rate, so as to keep this amount at the RON equivalent to EUR 25,000. The share capital is divided into shares ("participating shares").
• Sole Traders
A sole trader is merely an individual doing business independently. Such an individual is entitled to all the profits deriving from his business and is personally liable for all related debts and liabilities. The individual's liability to the business is therefore not limited to the assets used for carrying out his business, but also includes the personal assets of the trader.
• Representative Offices
The legal status of a Representative Office prevents it from having its own turnover, its revenues representing only the amounts transferred to Romania by the parent company to cover its local expenses.
A Representative Office is allowed to perform the following activities:
• business operations such as: issuance and receipt of offers and orders, participation in negotiations, without being allowed to conclude contracts
• marketing and advertising
• promotion
• supervision of dealers' activity
• any other economic and commercial activities meant to develop international exchanges, but without the authority to issue invoices directly
• Branches and Subsidiaries of the Foreign Companies
A foreign company can do business in Romania either through a subsidiary or a branch. While a subsidiary has a legal status and it is considered as a Romanian entity, the branch is just an extension of the parent company and therefore has no legal status and no financial independence.
• Joint Ventures
Joint ventures in Romania are not separately treated by Romanian laws. The term "joint venture" is a common term used to describe any forms of economic activity involving foreign investment, including:
• a joint stock or limited liability company whose shares are held by both Romanian and foreign investors
• a partnership of two or more companies or individuals, including foreign investors
• cooperation agreements.
• Economic Interest Group
Law no. 161/2003 on measures to ensure transparency of public office, public positions and of the business environment, and the prevention and punishment of corruption, introduced two new forms of association for economic purposes, such as Economic interest groups and European economic interest groups.
CONTACT US
- Address: 100 Calea Victoriei St., Ap. No. 18,
1st floor, District 1, Bucharest, Romania - Phone: +40 21 303 9682
- Fax: +40 21 303 9683
- E-Mail: contact@serbanconsulting.com