Joint-Stock Company (Societatea pe Actiuni - SA)

Redacted by: Duma Cristian-Gabriel

Introduction

• To begin with, the first thing you have to know is thant an SA ( Societatea pe Actiuni ) is essentially the Romanian counterpart of an JSC ( Joint-Stock Company). Under the existing legal framework in Romania, it attains the status of a 'legal entity,' signifying that it acquires a separate identity with its own specific rights and obligations. Consequently, the SA is regarded as an independent entity, distinct from the individuals comprising its structure.

Chapter 1: Formation and Capital Structure

• Formation: Establishing an SA requires a simplified process, needing only a few critical documents. Additionally, it involves fewer mandatory authorizations compared to other European legislations.
• Capital Requirements: When it comes to its capital, it is considerably higher than its direct alternative SRL, standing at a minimum of 90,000 lei.
  • Rules regarding capital subscription: the paid-up capital at the time of formation must not be less than 30% of the subscribed capital. The remaining balance of the subscribed share capital is to be paid as follows:
    • for shares issued in exchange for cash contributions, within 12 months from the company's registration date;
    • for shares issued in exchange for in-kind contributions, within a maximum of 2 years from the registration date.

Chapter 2: Management and Governance

• Governance Structure: Talking about its governance, the SA is more formally structured, with different organs that dictate its activity. The decisional body is the General Meeting of Shareholders (Romanian: Adunarea Generala a Actionarilor) It is important to note that the rest of the structure is different, and in this regard you can opt for the following structure systems:
  • The unitary system: its main characterstic consists in the existence of only one administrative body, named board of directors (with the CA abbreviation, which could stand for "Consiuliul de Administratie" in Romanian), which is the equivalent of the administrator in a SRL. The board of directors is the Executive body of the SA, and it takes all the current decisions needed for the SA to operate and function.
• The dualist system: It implies two essential organs:
  • board of directors, executive organ with similar atributions as in the unitary system;
  • supervisory board, which oversees the company's management and operations, ensuring compliance with legal and regulatory standards;
• Management Flexibility: running and managing an SA in Romania is a straightforward process, but it implies more formal procedures, than its competitve, the SRL. Depending on the number of shareholders involved, you have the flexibility to oversee and control the entire business. If you're interested in exploring these opportunities further, feel free to engage in a discussion with our experienced team.

Chapter 3: Liability and Risk

• Extent of Liability: Given its structure and regulations, an SA is a more complex form of legal entity, but with good knowledge, it presents a viable option for entrepreneurs in Romania. It is regarded as aseparate legal entityExisting independently of its associates, employees, and others. As a result,The associates' liability is restricted to the company's share capital.The legislation affords you the option of having a larger capital, but the minimum required amount is 90,000 lei.
• Risk Management: Risk management in a Romanian joint-stock company involves identifying and ranking risks, which include financial uncertainties and operational issues. This process is overseen by the Board of Directors, who integrate risk assessment into the company's decision-making process. Risks are mitigated through strategies that comply with legal standards and also support the company's strategic objectives. This proactive approach safeguards the company's assets and positions it for sustainable growth.

Chapter 4: Financial and Tax Implications

• Tax Obligations: it is known that Romania has one of the lowest tax obligations out there:
  • VAT: is the equivalent of the VAT in Romania, which is called TVA 19%. A newly established company is not a VAT payer. However, you automatically become a VAT payer if your annual turnover surpasses 300,000 lei, or you can choose to become one by requesting it from the National Agency for Fiscal Administration (ANAF) post-registration.
  • TAX: it currently sits at 16% of the total income.
• Financial Reporting: must be done according to Romanian Accounting Standards. It involves the preparation of comprehensive annual financial statements, and for larger or public companies undergoing independent audits, undergoing independent audits. These reports are meant to ensure transparency and compliance, because of the scale of the operations.
  • You don't need to worry about this aspect, as our professional team can assist you with everything related to bureaucracy.

Chapter 5: Dissolution and Exit Strategies

• Dissolution Processes: The dissolution of a joint-stock company (SA) in Romania begins with a shareholder decision and concludes with official de-registration from the Trade Register in compliance with Romanian law. This process includes public notification and registration, and the appointment of a liquidator to settle debts, liquidate assets, and distribute any remaining assets to shareholders. Once all obligations are settled, the company is de-registered, marking the successful navigation through the dissolution process and a step towards new beginnings.
• Impact on Shareholders: Shareholders are presented with a compelling advantage in the dissolution process, characterized by its adherence to formal equity principles. As the company concludes its operations, shareholders have the opportunity to receive their proportionate share of any remaining assets. This distribution is meticulously calculated to align precisely with their ownership stake in the company, ensuring an equitable and transparent process.

Conclusion

• In summary, an SA in Romania offers a structured and formal business entity option, suitable for those seeking a comprehensive legal and operational framework. With its distinct legal identity, higher capital requirements, and formal governance structures, either unitary or dualist, an SA provides a stable environment for business operations, balanced with efficient risk management and financial reporting systems. While it demands more formal procedures and compliance compared to an SRL, the benefits include limited liability for shareholders and clear exit strategies. This makes the SA a viable choice for entrepreneurs and businesses in Romania looking to leverage a robust legal structure for sustainable growth and stability.