ROMANIA Law and Practice Contributed by: Monia Dobrescu and Mădălina Trifan, Mușat & Asociații
tion, and no later than two years from the date of incorporation for the contribution in kind. On the other hand, general partnerships and limited partnerships are required to pay the subscribed registered capital in full upon incorporation. 5.5 Applicable Governance Requirements The most frequent forms of business in Roma - nia are joint stock companies and limited liabil - ity companies. The statutory bodies of a limited liability company are as follows: • the general meeting of shareholders (for limited liability companies with more than one shareholder) or the sole shareholder, in which case the sole shareholder shall exercise the powers of a general meeting of shareholders; • one or more directors; and • the auditors/ cenzors, as the case may be. For limited liability companies set up by one to 15 shareholders, the appointment of cenzors is not mandatory. If cenzors or auditors are not appointed, the control of the operations will be performed by the shareholders who are not already acting as company directors. A limited liability company can be managed by a sole director, or by more directors acting inde - pendently or by joint signature. The directors of a limited liability company can be both individuals and/or legal entities, regardless of their citizen - ship or nationality, and may be either sharehold - ers or persons outside the company. Joint stock companies may choose between two management systems: the classic one (unitary system) and the dualist management system. If the unitary system of management is chosen, joint stock companies are managed by one or several directors, always in uneven numbers,
organised as a board of directors. Entities that are legally obliged to have their financial state - ments audited must have at least three directors. Under the dualist system, the company is man - aged by a directorate and a supervisory coun - cil. The directorate is formed by one or several members and exclusively exercises the man - agement of the company, performing useful and necessary deeds for the accomplishment of the object of activity, except those under the com - petence of the general shareholders’ meeting and the supervisory council. Among other func - tions, the supervisory council exercises continu - ous control over the directorate’s management of the company. Directors do not need to be Romanian citizens. Managers of a joint stock company under the unitary system, and members of the directorate under the dualist system, are individuals. A legal entity may be appointed as director or member of the supervisory council. If a board of directors runs a company, one of them must be appointed as Chair of the Board. 5.6 Annual Entity Maintenance and Accounting Compliance It is difficult to estimate the annual entity mainte - nance and accounting compliance costs, since the fees of the local accounting/tax compliance providers depend on the volume of activity of each relevant entity (eg, different fees apply depending on the number of invoices issued in a month).
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