The share capital of a Romanian Limited Liability Company (LLC) can’t be less than 42 euros (200 Romanian lei), but there is no maximum limit for it. Social capital may be increased at any time. This change must be registered with the Romanian Trade Registry. Depending on the method you choose to increase the capital, by infusion of capital, by converting the debt into share capital, or by issuing new shares, the procedure can be more or less complicated. In this respect, the advice given by a lawyer specialized in commercial, corporate and M&A law in Romania is necessary, according to lawyers from Pavel, Mărgărit & Associates Romanian Law Firm.
Why is it worthwhile for a Romanian Limited Liability Company to increase its share capital? Social capital represents the financial or asset contribution of the Romanian company’s shareholders, when they establish the company. Increasing social capital is a benefit for the shareholders, if we think about how this contribution can be used.
The amounts of the capital representing the contribution to the incorporation of the Limited Liability Company or the increase of the capital of the LLC can be used in the day-to-day business of the Romanian company for the purchase of goods or services, or for the payment of wages and taxes.
Also, from a certain level of social capital, a company may choose to pay the tax on profit instead of the turnover tax.
The share capital must be mentioned on the documents issued by the company, such as the decisions of the general assembly of shareholders, the decisions of the sole shareholder, or the company’s invoices.
9. If applicable:• Declarations given on own responsibility by new associates who, by way of increase, have acquired shares showing that they meet the legal conditions for holding these qualities;• as the case may be, the authenticated declaration on own responsibility of the foreigner in his / her own name or as a representative of the foreign legal entity not registered in Romania, showing that there are no tax liabilities;• certificate from the register in which the foreign legal person is registered, certifying its existence;• empowerment for persons designated to carry out legal (original) formalities;10.Evidence of payment of the legal tariff.
The registration procedure with the Romanian Trade Registry usually takes 3 days.
The increase of the share capital can lead to a change in the roles played by shareholders in the Romanian Limited Liability Company. For example, if one shareholder holds, after the increase, the majority of the share capital, he / she will have the decision-making power in the Romanian company. That’s why it’s a good idea to use the advice of a specialist consultant, such as a commercial, corporate and M&A lawyer in Romania, before you raise your Limited Liability Company’s capital. In addition, he can perform all the related tasks, such as filing the file and filing documents with the Romanian Trade Registry, according to Romanian corporate lawyers Pavel, Mărgărit & Associates Romanian Law Firm.
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