ROMANIA Law and Practice Contributed by: Monia Dobrescu and Mădălina Trifan, Mușat & Asociații
• the revenues derived did not exceed the Romanian leu equivalent of EUR500,000; • the share capital is owned by persons other than the state and administrative-territorial units; • it is not under dissolution, followed by liquida - tion; • at least 80% of its total revenues are gener - ated from activities other than consulting and management activities, except tax consul - tancy; • it has at least one employee, except tax con - sultancy; and • it has associates/shareholders that hold more than 25% of the value/number of participa - tion titles or voting rights and is the only legal entity established by the associates/share - holders to apply the provisions related to the micro-company. 5.3 REITs REITs are not really available in Romania. There are real estate investment vehicles, but these do not rely on the institution of a trust. The following options are available locally: • alternative investment funds, which are regu - lated entities and have a real estate-focused investment policy and may appeal to the general public for investments; • closed SPVs, which are non-regulated, ad hoc Romanian companies generally attracting a limited number of investors, do not appeal to the general public, and may be organised as joint stock companies or limited liability companies; • issuers, which are regulated – ie, companies admitted on a regulated market focusing purely on real estate development; and • crowdfunding vehicles, which have to comply with crowdfunding rules.
The Romanian legal framework is as follows: • Law No 243/2019 on the regulation of alter - native investment funds and for amending and supplementing certain regulatory acts regulates alternative investment funds; • Law No 24/2017 on issuers regulates the activity of issuers on a regulated market; and • Law No 244/2022 on the establishment of measures implementing Regulation (EU) 2020/1.503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business, and amending Regulation (EU) 2017/1.129 and Directive (EU) 2019/1.937, regulates the activity of funding through crowdfunding. Foreign investors should also pay attention to FDI regulations, as certain investments in real estate may also trigger FDI review. 5.4 Minimum Capital Requirement There is no minimum share capital for SRL, SNC and SCS. The minimum share capital for SA and SCA is RON90,000. The Romanian govern - ment may adjust the minimum level of the share capital, not more frequently than once every two years, according to the exchange rate, so that this amount is the equivalent of EUR25,000. As a general rule, work/industry contributions from shareholders to the limited liability or joint stock companies’ share capital are not allowed. The shareholders of a limited liability company are required to pay 30% of the amount of the subscribed share capital no later than three months after the date of incorporation, but before commencing operations in the name of the company, and the balance of the subscribed share capital will be paid within 12 months from the date of incorporation for the cash contribu -
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