Partnership Limited by Shares (Societate în Comandită pe Acțiuni - SCA)

Redactor: Duma Cristian-Gabriel

Chapter 1: Formation and Capital Structure

• Formation: Creating an SCA is done through It is established through a company agreement and bylaws. The constitutive act must contain:
  • Founder identification and limited partners if applicable.
  • Company details: form, name, and registered office.
  • Business purpose and main activity description.
  • Share capital (subscribed, paid-up, and authorized if any).
  • In-kind contributions, contributor details, and shares issued.
  • Number and nominal value of shares.
  • Company type and share transfer restrictions.
  • First board members or supervisory board details.
  • Administrator/director powers and joint/separate exercise.
  • Company dissolution and liquidation method.
• Capital Requirements: when it comes to its capital, it is considerably higher than its direct alternatives, standing at a minimum of90,000 lei (~ 18.000 eur).
  • Rules regarding capital subscription: the paid-up capital at formation must not be less than30%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.
• Minimum number: As per the law, there must be a minimum of 2 members.

Chapter 2: Structure

• The SCS is composed of:
  • General partners (commandite shareholders):
• unlimited and joint liability for the company's obligations.
• They can also act as managers and are responsible for the company's administration and management.
  • Management oversight is carried out by auditors;
  • they cannot participate in the general meetings' deliberations for the election of auditors, even if they own shares in the company.
• They can hold shares, either from contributions made during the company's establishment or by later buying securities. In this scenario, they serve dual roles: that of limited partners and shareholders.
• Limited partners (actionarii comanditari):
  • are liable only up to the amount of their invested capital in the company. These partners can be either individuals or legal entities.
  • They do not have the right to have their names included in the company's business name.
  • They do not have the right to perform administrative acts within the company.

Chapter 3: Capital contribution

• The contribution to social capital must adhere to the following standards:
  • the paid-up capital at the time of formation must not be less than30%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.
• Note: Contributions in the form of claims (debt) are prohibited.

Chapter 4: Name of the company

• În acest sens, răspunsul este dat de articolul 35 din Legea nr. 26/1990, potrivit căruia denumirea unei societăți în comandită pe acțiuni trebuie să conțină o indicație distinctivă pentru a o diferenția de alte companii și trebuie însoțită de mențiunea scrisă integral "Societate în Comandită pe Acțiuni".

Chapter 5: Mandatory Registers

• Shareholders' register showing, as applicable, the names, personal identification numbers, names, domiciles, or registered offices of shareholders with nominative shares, as well as the contributions made to the share accounts. The record of shares traded on a regulated market/alternative trading system shall be maintained in accordance with the specific capital market legislation.
• Register of general meetings and deliberations.
• Register of board of directors, directorate, and supervisory board meetings and deliberations.
• Register of findings and deliberations made by auditors and, as applicable, internal auditors, during the exercise of their mandates.
• Register of bonds, indicating the total quantity of bonds issued and redeemed, along with the names, personal identification details, domiciles, or registered offices of the holders for nominative bonds. Records of dematerialized bonds traded on regulated markets or alternative trading systems must comply with specific capital market regulations.
• Single Control Register - to be obtained from the relevant Tax Administration.
• Fiscal Records Register (if the company is subject to corporate income tax) - to be obtained from the relevant Tax Administration.
• Employee Records (REVISAL) - if the company has employees, this register is in electronic format, and the username and password are obtained from the County Labor Inspectorate where the company's registered office is located.

Conclusion: Simple Limited Company

• An SCA in Romania combines elements of limited liability and active management. General partners have unlimited liability and managerial roles, while limited partners enjoy limited liability without managerial involvement. SCA formation involves capital requirements, contribution rules, and specific naming conventions, with mandatory registers ensuring transparency and accountability. Understanding SCA intricacies is crucial for entrepreneurs and investors, as it offers flexibility and protection while conducting business in Romania.