Societate pe acţiuni (SA) – SA

Societate pe acţiuni (SA) – Joint-stock Company (SA)

– the number of shareholders set by the law is of at least 5
– the founders can be legal or natural persons, both from Romania or abroad
the registered capital: at least 25.000 € (the equivalent in lei, at the National Romanian Bank exchange rate from the registration date)
– at the company registration at least 30% of the total value of the capital has to be deposited, and the rest within 12 months
– the registered capital is divided into shares that cannot have the nominal value lower than 0,1 RON
– the management authorities of the company are: the general assembly, administrators and the commission of censors
– it is compulsory at least once a year, the meeting of the  ordinary general assembly
– the extraordinary general assembly can be called each time there is the necessity
– at the first convocation of the extraordinary assembly, it is necessary the shareholders’ presence representing 3/4 of the registered capital
– the decisions of the extraordinary assembly are valid by the majority sustenance of at least half of the registered capital.
– at the following convocations, it is necessary the presence of the shareholders representing 1/2 of the registered capital and it is decided by the shareholders’ vote representing 1/3 of the registered capital.
– SA is administrated by one or more administrators appointed by the shareholders’ general assembly.
– the sole administrator or the president of the administration board and at least 1/2 of the number of administrators have to be Romanian citizens. In order to appoint in the position of administrators foreign citizens, it is necessary to stipulate this in the incorporation papers.
– the board members are appointed by the incorporation papers or by the general assembly.
– the administrators are designated for a period of at least 4 years
– in order to proceed with the internal financial control, there are appointed censors. For this reason, the company will have at least 3 censors and 3 deputies.
– the commission of censors has to report at least once a year to the general assembly
– For the joint-stock companies that conclude their balance sheets according to the IRFS standards (International Financial Reporting Standards) and there are supervised by a chartered accountant, there is no need for the commission of censors.