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Business lawyer in Romania. Changing the legal form of a Romanian company.
Given the constant evolution of society and the business sector, many entrepreneurs opt to change the company legal form in Romania so that it reflects current needs in relation to market dynamics. Changing the company legal form in Romania can mean both an expansion of the business and a contraction in several respects. It requires specialized assistance from a corporate lawyer in Romania, as it involves an administrative procedure at the Romanian Trade Register that must be followed according to the provisions of company law in Romania. This article examines the concept of transforming the company legal form in Romania, the steps to follow, and the current legislative updates established by the Constitutional Court regarding the transformation of a PFA (authorized natural person) into an LLC in Romania (limited liability company in Romania). The Romanian law firm Pavel, Mărgărit, and Associates recommends consulting with a commercial lawyer in Romania who can assist and guide you through the legal form change process, offering other services such as set up LLC in Romania, open business account in Romania, register a company in Romania, changing company name in Romania, changing company director in Romania, or registering any amendments in the Romanian Trade Register.
Corporate lawyer in Romania. How to change the company legal form in Romania?
During its operation, a Romanian company may modify its legal form when the current structure no longer meets the entrepreneur’s needs and vision due to the general evolution of the business environment. Changing the company legal form in Romania alters its structure, involving changes to the articles of association in Romania, depending on the nature of the new legal form. Each legal regime has its own characteristics, which is why it is necessary to modify certain aspects of the articles of association in Romania to ensure they meet the legal requirements for the new legal form. To make this transformation, a file is prepared to be submitted to the Romanian Trade Register, which must contain documents such as the act modifying the articles of association in Romania (the decision of the sole shareholder or the general assembly resolution) and the updated articles of association in Romania, which includes the aspects required by the Romanian company law for that specific legal form. A business lawyer in Romania can assist you in the process of changing the company legal form in Romania, ensuring that all provisions of the Romanian company law are respected and that the modification is legally compliant.
Commercial lawyer in Romania. What to pay attention to when changing the legal form in Romania?
When changing the legal form, the entrepreneur must ensure they meet the requirements for the specific company types in Romania. The Romanian company law sets different requirements for each company types in Romania (limited liability company in Romania, joint-stock company in Romania, simple partnership, or partnership limited by shares). Aspects the entrepreneur must consider include: the number of shareholders, their liability and the limits of liability, share capital, tax regime, and other aspects set by the Romanian company law. It is advisable to consult a corporate lawyer in Romania when amending the legal form to ensure that all legal provisions are met and that the requirements for the aspects mentioned earlier are fulfilled.
Business lawyer in Romania. Measures adopted by the Constitutional Court for PFAs and other legal entity in Romania
On November 21, 2024, the Constitutional Court ruled on the option for authorized natural persons (PFAs), individual and family businesses to change their organization into one of the forms provided by the Romanian company law. Currently, the legislation does not provide a concrete legal framework for transforming a PFA into an LLC in Romania (limited liability company in Romania)or another company types in Romania. The legal instrument governing entities without legal personality is Government Emergency Ordinance no. 44/2008, while entities with legal personality are regulated by The Romanian Company Law no. 31/1990. Given that transforming a PFA into an LLC in Romania (limited liability company in Romania) or any other legal entity modification (with legal personality vs. without legal personality) involves major changes, a well-defined legal framework is essential for entrepreneurs. Due to the lack of a clear regulation, this is open to interpretation. A commercial lawyer in Romania can provide various commercial law services, including set up LLC in Romania, open business account in Romania, register a company in Romania, changing��company name in Romania, changing company director in Romania, or registering any amendments in the Romanian Trade Register.
“In a Romanian company, amending the legal form reflects the entrepreneur’s desire to reorganize the company and adapt it to economic challenges. A commercial lawyer in Romania can assist you throughout the entire legal form change process, offering advice on the most suitable one based on the company’s needs and the entrepreneur’s perspective,” said Dr. Radu Pavel, Managing Partner of the Romanian Law Firm Pavel, Mărgărit, and Associates.
Our team of lawyers is ready to answer any questions related to legal form change process, offering other services such as set up LLC in Romania, open business account in Romania, register a company in Romania, changing company name in Romania, changing company director in Romania, or registering any amendments in the Romanian Trade Register. For more information about the procedure to start your own company in Romania or any other commercial law services, please fill out the contact form on our website https://www.avocatpavel.com/contact-us/.
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In conclusion, the organizational decision to amend the legal form of a Romanian company represents an important step in its operations, contributing significantly to the long-term success of the business. With specialized assistance from a business lawyer in Romania, an entrepreneur can reorganize the Romanian company while complying with the Romanian company law. The Romanian Law Firm Pavel, Mărgărit, and Associates recommends consulting a commercial lawyer in Romania from our team who can assist with preparing the necessary documentation, submitting the file to the Romanian Trade Register, providing advice on potential risks, and offering other services to ensure the legal form change is made legally, while also providing services to start your own company in Romania.