sua

TURNKEY BUSINESS ESTABLISHMENT

Do you want to open a company, but bureaucracy, law and cumbersome procedure for setting up a company discouraged you?

A Chamber consultant can advise and help you to push through legislation and defeat bureaucracy, gives you peace, legality and business promotion. 

WHAT SHOULD YOU DO?

Come to our office, just with an identity document (ID or passport) and act of holding space (contract of sale, lease or bailment).

WHAT SHALL WE DO!

We give initial advice for concluding the Constitutive Act of the company (company name suggestions, choosing the object of activity and share capital).

We edit and process all necessary documents for signing (Constitutive Act, statements, bailment contract etc).

We prepare the dossier for submission to the Trade Register (complete the registration request, tax vector data sheet, statements for activities authorizing.  

 We fill and support the file to Trade Register (we represent you towards the referent, director or judge).

 We get the Registration Certificate of the company and deliver you the company’s documents.

ATTENTION! More than one society cannot function with the same address only with a few exceptions (Article 17 of Law 31/1990). You also need the agreement of the neighbors and the Housing Association if the building is a block!

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COMPANY CHANGES

You are MANAGER, but you have a lot of daily tasks to be solved: the bills, contracts to be signed, problems with employees or with authorities!

You want at the same time to develop your business: get new partners, to increase the share capital, to extent your object of activity or to open new lucrative points.

Do you know how to get rid of bureaucracy? Leave this in our care!

Contact us and:

  • Don’t waste your time;
  • Don’t get angry;
  • Save your money;

The Law allows any amendment to the constitutive documents of companies according to the interests of traders, to business activity and development of the company in relation to changes in the market and asks the compliance with the procedures for the registration of these changes to the Trade Register.

Here are some of the changes that may occur throughout the life of a company:

CHANGING REGISTERED OFFICE IN BUCHAREST OR IN THE COUNTRY

REQUIRED DOCUMENTS/CONDITIONS

  • Registration certificate – in original;
  • Copy of the Contract for new space. If new headquarter moves to another locality – it is necessary first the name reservation to the respective local ORC.
  • It requires the presence of associate/associates, the company stamp and copies of all company documents.

OPENING A WORKING POINT – AUTHORIZATION

DOCUMENTS REQUIRED / CONDITIONS

  • Copy of the Contract for space – of the working point
  • It requires the presence of associate/associates, the company stamp and copies of all company documents.

INCREASE OF SHARE CAPITAL

DOCUMENTS REQUIRED / CONDITIONS

  • In this situation it is necessary first to take contact with our office to compile a folder with necessary documents (Decision of the General Assembly / Decision of Sole Associate, Updated Constitutive Act). With this folder you will be present at the bank where you will deposit the amount of money having as destination – increase of share capital.
  • It requires the presence of associate/associates, the company stamp and copies of all company documents.

ASSIGNMENT OF CAPITAL OR SHARES

DOCUMENTS REQUIRED / CONDITIONS

  • Registration Certificate – the original copy plus all the company’s documents
  • In case the company will co-opt a new associate (which will be an Administrator), The Declaration of Associate will be required (Administrator and Signatures Specimen)
  • It requires the presence of associate/associates (including the new associate – if applicable), the company stamp and copies of all company documents.

OTHER CHANGES; OBJECT OF ACTIVITY, ADMINISTRATOR, ASSOCIATE, COMPANY NAME

DOCUMENTS REQUIRED / CONDITIONS

  • Registration certificate – the original – if object of activity is changing and/or headquarter;
  • In case the company will co-opt a new associate (which will own and as manager) will be required declaration Associate (Administrator and specimen signatures)
  • It requires the presence of associate/associates (including the new associate – if applicable), the company stamp and copies of all company documents.

WITHDRAWAL OF AN ASSOCIATE/BY ASSIGNMENT OF CAPITAL

DOCUMENTS REQUIRED / CONDITIONS

  • Copies of all documents of the company including ID cards of associates
  • It requires the presence of associate/associates (including the new associate – if applicable), the company stamp and copies of all company documents.

DIRECTOR REVOCATION/APPOINTMENT

DOCUMENTS REQUIRED / CONDITIONS

  • If a new manager will be appointed, it will be required a copy of ID card, Administrator Declaration and his signature specimen;
  • It requires the presence of associate/associates, the company stamp and copies of all company documents.

CHANGES OF OBJECT OF ACTIVITY RECODIFICATION

DOCUMENTS REQUIRED / CONDITIONS

  • Copies of all company documents and registration certificate – the original if object of activity is changed;
  • It requires the presence of associate/associates, the company stamp.

CHANGE OF COMPANY NAME

 DOCUMENTS REQUIRED / CONDITIONS

  • Registration certificate – the original;
  • It requires the presence of associate/associates, the company stamp and copies of all company documents.

SUSPENSION OF ACTIVITY – maximum 3 years

DOCUMENTS REQUIRED / CONDITIONS

  • Copy of ID card of associate, copy of the company registration certificate, company stamp, all original ascertaining certificates (if they exist, for head office, to the working point, for licenses of third parties) to remit operating permits.
  • It requires the presence of associate/associates.

In accordance with the provisions of the Emergency Ordinance no. 44/2008 on economic activities by authorized individuals, individual enterprises and family enterprises, the authorized individuals or the holders of individual enterprises are required to register and authorize the operation before the start of economic activity.

Establishing  Family Enterprise

Family Enterprise is an economic enterprise, without legal personality, organized by an entrepreneur together with his family. Thus, the members of family enterprise are required to register and authorize the operation before the start of economic activity.

Conditions to be met by all members for carrying out activities as a family enterprise: – age of 18; – Has qualification – professional training or, where appropriate, professional experience needed to carry out economic activity for which authorization is requested; – Has an established office; – Has not been convicted by final court decision for committing the acts sanctioned by the financial, customs laws and those relating to financial and fiscal discipline as those which are enrolled in the fiscal record. For documents certifying training or professional experience

Required documents that must be available for us for registration as a family enterprise are:

  • Copy of ID card for each member;
  • Documents attesting training/professional experience (diploma, certificate proving the completion of an educational institution, certificate of professional qualification or completion of a form of vocational training, organized under the law in force at the date of issue, etc. .)
  • At least for the company representative;
  • Copy of holding the space for professional headquarters (contract for sale – purchase, lease, bailment, etc)
  • The agreement of Homeowners Association and neighbors – if appropriate;
  • Legalized specimen of signature – only for the company representative. Family businesses can not hire with labor contract third parties for the activity for which it was authorized.

Establishing Individual Enterprise

Individual enterprise is an economic enterprise, without legal personality, organized by an entrepreneur- natural person. Thus, entrepreneur natural person has the obligation to register and authorize the operation before the start of economic activity.

Conditions to be met for carrying out activities as holder of an individual enterprise are:

  • Age of 18;
  • Has qualification – professional training or, where appropriate, professional experience needed to carry out economic activity for which authorization is requested;
  • Has an established office;
  • Has not been convicted by final court decision for committing the acts sanctioned by the financial, customs laws and those relating to financial and fiscal discipline as those which are enrolled in the fiscal record for documents certifying training or professional experience.

Required documents that must be available for us for registration as an individual enterprise are: 

  • Copy of ID card;
  • Documents attesting training/professional experience (diploma, certificate proving the completion of an educational institution, certificate of professional qualification or completion of a form of vocational training, organized under the law in force at the date of issue, etc. .);
  • Copy of holding the space for professional headquarters (contract for sale – purchase, lease, bailment, etc)
  • the agreement of Homeowners Association and neighbors – if appropriate;
  • Legalized specimen of signature.

ATTENTION! An individual enterprise can hire with labor contract third parties for the activity for which it was authorized.

Establishing P.F.A. – Authorized person

Authorized Person is a natural person authorized to carry out any form of economic activity permitted by law, using primarily its workforce. Thus, authorized persons are required to register and authorize the operation before the start of economic activity.

Conditions to be met for economic activities as authorized person are:

  • The age of 18;
  • Has qualification – professional training or, where appropriate, professional experience needed to carry out economic activity for which authorization is requested;
  • Has an established office;
  • Has not been convicted by final court decision for committing the acts sanctioned by the financial, customs laws and those relating to financial and fiscal discipline as those which are enrolled in the fiscal record;
  • For documents certifying training or professional experience

Required documents that must be available for us for registration as an authorized person are:

  • Copy of ID card;
  • Documents attesting training/professional experience (diploma, certificate proving the completion of an educational institution, certificate of professional qualification or completion of a form of vocational training, organized under the law in force at the date of issue, etc.);
  • Copy of holding the space for professional headquarters (contract for sale – purchase, lease, bailment, etc. transcribed at the court or tabulated in the Land register)
  • The agreement of Homeowners Association and neighbors – if appropriate;
  • Legalized specimen of signature

ATTENTION! An individual enterprise cannot hire with labor contract third parties for the activity for which it was authorized.

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DISSOLUTION / LIQUIDATION / DEREGISTRATION

The decision on the dissolution of companies is taken by the General Assembly of Shareholders or by the court. By dissolving, the company is not abolished, it continues its legal existence, but only for liquidation operations.

The general causes of dissolution are the reasons, circumstances, situations (legal or factual) that have the effect of dissolving any type of company.

According to art. 227 para. (1) of Law no. 31/1990, the company is dissolved by:

  • passing the time set out for company;
  • the impossibility of realization of the company’s activity;
  • declaration of invalidity of society;
  • General Assembly’s decision;
  • decision of the Court, at the request of any shareholder, for good reasons, such as serious disagreements between the shareholders, which prevents operation of the company;
  • company insolvency;
  • other causes provided by law or the articles of association of the company.

DISSOLUTION / VOLUNTARY LIQUIDATION

According to Article 235 para.2, introduced by section.157 of Law no. 441 of November 27, 2006 in limited liability companies, associations may decide, with dissolution, the way of liquidation of company, when they agree on the distribution and liquidation of company assets when it ensures extinction of debts or its regularization in agreement with creditors. “By unanimous vote of the shareholders it may be decided how the remaining assets after payment of creditors will be divided among the associates.” In the absence of unanimous agreement on the division of assets, liquidation procedure will follow provided by this legislation. Transfer of ownership of assets remaining after payment of creditors takes place at the date of deregistration of society. Trade Register will issue to each shareholder an ascertaining certificate with ownership of the assets distributed, under which the shareholder can proceed to registration of immovable property in the Land Registry.

REQUIRED DOCUMENTS/CONDITIONS

STAGE I – dissolution and voluntary liquidation. It requires the presence of associate/ associates, a copy after ID card of associate, a copy of the company registration certificate, company’s stamp, all ascertaining certificates in original (if they exist, for social headquarter, for working point, for licenses from third parties) for remitting operating permits.

STAGE II – (voluntary) radiation.  At this stage the following documents are needed:

Registration certificate and annexes in original – financial position of liquidation – it will be prepared by an accountant (accountant of the company) – Decision of asset allocation – Certificate from Financial Administration showing that the company has no debts to the state budget and social contributions.