Societate cu raspundere limitata (SRL) – LTD

Societate cu raspundere limitata (SRL) – Limited Liability Company (LTD)

– it needs to have at least one shareholder. There are allowed maximum 50 shareholders.
– the company with a sole shareholder is allowed

Exceptions:

  • If the shareholder is a company with a sole shareholder
  • If the shareholder has another company in Romania where he is a sole shareholder (it is allowed to be registered as sole shareholder in only one company).

the registered capital: minimum 200 RON (around 58€)
– the contribution to the registered capital can be constituted also in foreign currency.
– the registered capital can be deposited as cash or in kind
– the registered capital is divided in equal shares (of minimum 10 RON)
– the shares can be transmitted unconditionally among shareholders
– the shares can be transmitted to third parties only by sale. For this, it is necessary the agreement of the general assembly in 75%.
– each share represents a vote in the general assembly of shareholders
– the LTD is responsible before the law only with its own goods.
– the decisions of the LTD are taken by the general assembly of shareholders (AGA)
– in the decision taking process, it is necessary the shareholders’ absolute sustenance and that of the shares.

By writing down in the incorporation papers, this rule can be amended, being thus sufficient the simple majority of shares.

AGA (Shareholders’ General Assembly) reunites at least once a year in order to approve the yearly balance sheet
– the administrator of the LTD is nominated by the AGA or it is stipulated in the incorporation papers
– the LTD can have more administrators
– any of the shareholders can be also administrator