Formation of a

Company

Teacher :
Student:
Mona Sim
Ruje Mădălina
FB 4
 What is a company?

The word ‘company’ is generally used to

describe a company formed by registration under
the Companies Act 1985.
The company, in the terminology making the
concern of company law, is the legal entity created
by process of law and existing only by virtue of the
law.
In Britain and EU In the USA, Canada
documents in and Australia
English, the term “corporation” has
company is used replaced “company”
 bound for a legal
and moral
purpose
an own
patrimony
in accordance
Any legal person
with the general
must have
interest
a stand-alone
organization
 Legal
entities are
enforced by
law

But they are also

other legally
established
organizations which,
even if not stated by
law as legal entities,
fulfill the conditions
above.
 Form
a
com tion of a
Rom pany in
othe ania a
r co n
untr d
ies…
 Romania
The legal entity is established:
☻ By the Articles of
incorporation of the competent
body, for public authorities and
institutions, administrative-
territorial units and economic
operators that shall be
established by the state or the
territorial administrative units.
In all cases, the registration
document must state expressly
if the public authority or public
institution is a legal person.
☻ By the registration act
which is authorized under law
☻ In any other way provided
by law.
United Kingdom
A company is formed by
the issue of a
certificate of
registration by the
registrar. The
certificate identifies the
company by its name and
serial number at the registry
and states that it is limited
and that is a public
company.
To obtain the certificate of
incorporation it is
necessary to deliver to the
registrar prescribed
documents bearing the
name of the proposed
company.
 The legal entity is established for an indefinite period,
unless otherwise by law, the act of incorporation or by statute.
Registration means incorporation or, where appropriate,
any other formality of advertising allowed by law, made in
order to acquire legal personality or to be registrated as legal
persons. Registration is done on demand or, in specific cases
provided by law, on their own.
Steps for setting up a
company
• Identity documents
of prospective partners • Reservation
• Request registration
• copy of of company name
 company
the ownership of the • Preparing Articles
• Statement on own
building of Incorporation
responsibility for an
We choose : • We sign activity
• the legal the loan or rental • Single file is
form of company contract
submitted to the
• the objects for which • Opening a Office of the Trade
the company was bank account Registry Office
constituted, according
to CAEN Code
• Headquarters
• we also mention the
Capital of the
company
• Establishing the
company manager
 All legal entities with headquarters in Romania have
Romanian nationality.
The legal person has the established name set under the
law, under the articles of incorporation or statute. By
registering legal entities in the public register, it will get its
name and other identifying attributes.
 General
partnership

Limited A commercial
partnershi company may be Limited
p by established in one of partnership
shares the five legal forms
provided by
Company Law no.
31/1990 as
republished and
subsequently
Limited modified Joint
liability stock
company company
 Approximate costs for setting up a
company are:

430 lei at the

Notary fee for  Trade
authentication  Registry 
of
Incorporation
400 lei Company
Name Reserva
tion -56 lei
fiscal
record 30
lei 

920 lei
 The memorandum of association of a company ,
often simply called the memorandum , is the
document that governs the relationship between the
company and the outside. It is one of the documents
required to incorporate a company in the United
Kingdom, Ireland, India, Bangladesh, Pakistan and Sri
Lanka
 the name of the
company

the country in
the amount of the
which the
authorised capital A memorandum of association - This registered
and its division is normally signed by at least two
office is
into shares
subscribers. The signature(s) must be dated situated
and witnessed. Each subscriber agrees to
subscribe for at least one share.
The Memorandum generally
contains the following clauses stating:

the fact that the the objects for

shareholders’ which the
liabilities are company was
limited constituted
Articles of association- Lodged
together with the
Memorandum, the Articles of
Association are a contract
between the company and its
members comprising rules and
regulations for the internal
activity of the company and
specifying such things as the
voting power of its members,
the appointment of directors,
the distribution of the profits .
 A new public company may
not do business or exercise any
powers unless it has obtained a
trading certificate from the
registrar. If it fails to do so the
company is liable to a fine. If it
fails to do so within one year the
company may be wound up.
 A N K
T H
U !
YO