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The Setting-up of a Limited Liability Company

The associates of a Limited Liability Company The following can associate and form a Limited Liability Company (LLC): Natural persons, Romanians or foreign citizens !uridical persons, Romanians or foreign legal entities

"ccording to law, to form an association, one may need minimum # associates and ma$imum %&' There can be a single associate in the shape of a LLC( )ith sole associate, but this person can only be part of only one LLC()ith *ole "ssociate' The establishment act of an LLC The +stablishment paper of a LLC is established through a contract of society and statute' The persons who sign the contract as well as the persons who ha,e a role in the formation of the company are considered founders' -ounders cannot be persons who, according to law, are incapable or ha,e been condemned for fraudulent management, breach of trust, forgery, fraud, embezzlement, per.ury, gi,ing or ta/ing bribes, or for other crimes pro,ided by present law' Denomination of an LLC 0t1s the primary attribute of identification of a Commercial Company and it is compulsory' " company can ha,e only one firm' This must be written firstly in Romanian' The headquarters of a limited liability company (LLC) 0t is an element of identification and stability of companies' "ll companies must ha,e a main local head2uarters, where it permanently main go,erning bodies of the company' The object of activity of an LLC The +stablishment act must contain the acti,ity that will be de,eloped in order to obtain profit society' This may be: 3roduction 4ar/eting 3ro,ision of ser,ices Transactions "gents etc' The acti,ity must be well established ha,ing the main field, the main acti,ity and secondary acti,ities' The acti,ity is determined according to the classification of acti,ities in national economy (C"N+), appro,ed by 5'6' 7%789::;' The acti,ity should be possible, legal and moral' The share capital of a limited liability company (LLC)

Capital of a limited liability company cannot be less than #&& lei and is di,ided into e2ual shares, that cannot be less than 9& lei' The shares cannot be represented by negotiable titles' 0n the case of the limited liability company, the number of partners may not e$ceed %&' 0f, in a limited liability company, the shares are of a single person, that, as sole shareholder, has the rights and obligations which will be transferred, under this law, to the general meeting of shareholders' 0f it is the sole associate is an administrator, he will ha,e also the duties duties pro,ided by law for this position' 0n the company founded by a sole associate, the contribution in nature will be determined on the basis of specialized e$pertise' unning a limited liability company (LLC) 0f there are more associates, company management is done by the general meeting associates and the board administrator' 6eneral "ssembly has the following obligations: (to appoint directors and auditors (to appro,e the balance sheet and to determine the distribution of net profit ( to decide the trac/ing of administrators and auditors for damage to society ( to modify the +stablishment "ct articles' The company is managed by one or more administrators, associated or not, appointed by the general meeting of shareholders' The right to represent the company belongs to each administrator, e$cept where, in association e$ists otherwise statement' 3owers and limits are established by the +stablishment act' 0n case of an LLC()ith *ole "ssociate, he has rights and duties pro,ided by law for the general meeting of s associates' The control of a limited liability company (LLC) Control of the company is e$ercised by one or more casors who were pre,iously elected by the general meeting of associates' "ppointment of auditors is not re2uired unless the number is more than 9% associates' 0n the absence of appointed auditors, control is e$ercised by associations that are not administrators' !articipation in profits and losses of associates <istribution of net profit is made by the general meeting of shareholders' *hare of the benefit allocated to each participant is paying di,idend' These associates are paid in proportion to the share capital of initial participation, with if the +stablishment act does not pro,ide otherwise' 0t should be noted that di,idends are paid only of real benefits, and only on the basis

of balance sheet' =earing the losses of the associated company is proportional to the share capital participation' The content of the "stablishment #ct of an LLC Company limited company is established by contract and statute' Limited liability company may be formed and the act of will of one single person' 0n this case, only statute is done' The company contract and status can be concluded as a single registered called +stablishment "ct' The +stablishment "ct of Limited Liability Company shall contain: a) identification of the partners b) the form, name and registered head2uarter c) the ob.ect of acti,ity of the company, specifying the scope and the main acti,ity d) capital, mentioning the contribution of each member, in cash or in nature, the ,alue of nature contribution and way of e,aluation' There will be also specified the number and nominal ,alue of shares and the number of shares gi,en to each partner for its contribution e) the associates that represents and manage the company or unassociated administrators, their identification data, the powers that were conferred to them and the mention if to e$ercise the power together or separately f) if censors or auditors are appointed, the identification of the first censors, and of the first auditor g) each partener1s share of profit and losses h) secondary head2uarters ( branches, agencies, offices or other such units without legal personality ( when they are established along with the company or the conditions for their subse2uent establishment, if it is considered such an establishment i) the time period of the functioning of the company .) the dissolution and li2uidation of the company'