ROMANIA Law and Practice Contributed by: Monia Dobrescu and Mădălina Trifan, Mușat & Asociații
(b) real estate companies ( societăți cu profil imobiliar ). • Real estate investment companies will have the following main characteristics: (a) joint stock companies that have their registered office in Romania; (b) shares are traded on regulated markets in Romania (or are to be traded on such markets within 18 months after the entry into force of the law); (c) they carry out specific real estate activi - ties; (d) at least 75% of their income must be derived from specific real estate activities or dividends from other SIIs/SPIs; (e) at least 90% of their profits must be dis - tributed to their shareholders in the form of dividends; and (f) they must not be incorporated as micro enterprises. • The main characteristics for real estate com - panies would be that: (a) they can be established as either limited liability companies or joint stock compa - nies (without the need to list on the stock exchange); (b) at least 95% of their share capital must be held by real estate investment compa - nies (as defined above), in order to benefit from the favourable tax regime; (c) they can only carry out certain real estate activities; and (d) they must distribute all their profits to their shareholders. • It is noteworthy that the legislative body apparently aimed to ensure a high degree of transparency and also sought to imple - ment corporate governance rules specific to listed companies for the Romanian envisaged REITs. • Public entities may also set up real estate investment companies (but not real estate
companies), and may hold a minimum of 25% and a maximum of 75% of the real estate investment companies’ share capital. • Both the real estate investment companies and the real estate companies may borrow from third parties up to 65% of their assets, securing these loans exclusively with the assets allocated to the financed project. Therefore, REITs might soon be fully available in Romania but, until then, the options present - ed above (in the first paragraph of this section) remain viable. 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 equivalent to 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 - 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.
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