Joint-Stock Company (Societatea pe Actiuni - SA)

Redacted by: Duma Cristian-Gabriel

Introduction

• To start, the first thing you have to know is that an SA (Societate pe Actiuni) is essentially the Romanian equivalent of a JSC (Joint-Stock Company). Within the framework of Romanian law, it acquires the status of a 'legal entity,' indicating that it gains a separate identity with its own distinct rights and obligations. As a result, the SA is considered an independent entity, separate from the individuals who make up 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: When it comes to its governance, the SA is more formally structured, with different bodies that dictate its activities. The decision-making body is the General Meeting of Shareholders ( 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 (CA- consiliul de administrație), which is the equivalent of the administrator in a limited liability company. 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 2 essential organs:
  • board of directors, executive organ with similar attributes 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 involves more formal procedures than its competitive, 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 entity, existing independently from its associates, employees, and others. Consequently,the associates' liability is limited to the SA's capitalThe legislation gives you the choice of having a bigger capital, but the minimum is 90.000 lei.
• Risk Management: Risk management in a Romanian joint-stock company involves identifying and ranking risks, including 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 meet the company's strategic objectives. Such a 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 TVA in Romania, which is 19%. A newly established company is not a VAT payerAlthough you automatically become a VAT payer if your annual turnover exceeds 300,000 lei, you can also opt to become a VAT payer by request to the National Agency for Fiscal Administration (ANAF) after the company's 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 ProcessesThe dissolution of a joint-stock company (SA) in Romania begins with a shareholder decision, followed by public notification and registration. A liquidator is appointed to settle debts, liquidate assets, and distribute any remaining assets to shareholders. After all obligations are met, the company is officially de-registered from the Trade Register, concluding the dissolution process in compliance with Romanian law. With official deregistration, you've successfully navigated the dissolution process and are now ready to embark on new ventures.
• 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, a 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 dualistic, 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.