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All About SRL

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Limited Responsability Company

-It is constituted based on the nr 31/1990 law -The associates are only answerable up until the limit of the subscribed social capital -This type of company is constituted through a contract and a statute.It can also be established through the act of a single person ,in this case only the statute is created.oth the contract and the statute may be created through a single act called a constituti!e act -This type of company is obliged to deposit the full amount of subscribed socia capital at the date of it"s creation. -In the case of this type of company,the number of associates can be no greater than #0 -The social capital for this type of company can be no less than $00 %&' and it is di!ided in e(ual social parties that can be no less than 10 %&'.The social parties cannot be represented through negociable titles. -) physical personality or a *uridic personality can only be a lone associate in a +imited %esponsability ociety. -) +imited %esponsability ompany cannot ha!e as a uni(ue associate another +imited %esponsability nterprise made up of one person -The associates cannot tae part in the acti!ities of other ri!al companies,in the same area of acti!ity or in a similar area of acti!ity or to perform diferrent actions for other companies without the consent of the other associates. -The decissions of the associates are made within the general assembly.It can be established through the constituti!e act that !oting can also be done by correspondence. -The general assembly maes decissions based on the !ote representing the absolute ma*ority of the associates and the social parties,ecept the case when the law or the constituti!e act states otherwise. -!ery social party is entitled to one !ote.)n associate cannot use !oting pri!ileges during the debates of the general assembly regarding his acti!ity connected to the company or the *uridic documents regarding his acti!ity and the company.If the legally constituted general assembly cannot reach a decision due to a lac of ma*ority,the newly constituted assembly can decide on the order of affairs regardless of the number of associates that are present or the social capital. -The +imited %esponsability ompany cannot issue bonds. -The pri!ate creditors can oppose the decision of maintaining the limited responsability company  past the set term if they ha!e this right attributed through an eecutory decision taen before the decision described abo!e. -rom this type of company may be ecluded a2The associate who fails to pro!ide his share of the social capital  b2The associate with unlimited responsability who has become legally incapable c2The associate with unlimited responsability who meddles without ha!ing the right in administrati!e affairs or contra!enes articles 0 and $. d2The administrator associate who commits fraud against the interests of his company or uses the social signature or the social capital for his personal benefit or someone elses benefit. -) limited responsability company is dissol!ed when through the banrupcy, banrupcy, incapacity, eclusion, withdrawal or the death of one of the associates,the number of associates has been reduced to one -If the uni(ue associate in a limited responsabolity company is also the administrator,he may benefit from a pension,depending on how much he has contributed to the social ensurance system and the suplimental pension system. Advantages a limited responsability responsability company -The associates answer only for their part of the social capital -)n associate can easily withdraw from tha company -The only company that can be formed with only one associate -The organi4ation and the operations are stated in the constituti!e act -5aing decisions only re(uires a simple ma*ority unless statec otherwise in the constituti!e act. -ontributing to the social capital can be done in cash or in assets

-The associates can start other limited responsability companies,pro!ided that they are not lone associaates. -The affair may be managed by an administrator or an administrati!e council Disadvantages of a limited responsability company -) person ca be a lone associate only in a company -In companies with more than 1# associates a comission of censors must be created -6or cannot constitute a contribution to the social capital -5oney for personal use can be taen from the firm as a salary or at the end of the year after the financial status has been finali4ed through di!idends with appro!al. Costs for starting a limited responsability company 200 RON for the initial consulting regarding7 -the type of company best suited for your needs -the type of taes that are applied -if it is lucrati!e or not for the company to become registered for 8alue )dded Ta purposes -general obligations after the company was created -if certain facilities are a!ailable -a checup to see if the conditions for the desired acti!ities are met This initial consultance is gi!en at the client"s re(uest. 500 RON for the creation and submission of the preliminary files with the &.'.%.. -the creation of the contract for the use of the social head(uartersrenting agreement,ownership of the respecti!e space2 -creation of the constituti!e act -the correct choosing of the )' for the acti!ties that will tae place -filling out the type 1,$ or 3 declaration -filling out the registration re(uest -completing the file for &'% registration -submiting the file with the &'%

)pproimately 800 %&' &'% taes:public se!ant.The eact sum is calculated after submitting the file. )pproimately 250 %&' public ser!ant ta.This is payed in case you don"t want to personally go to the &'% to pro!ide a signature sample and other formalities.The eact sum is calculated at the  public ser!ant"s office. Romanian Taes 8alue added ta ; $< = and 0 = for intra-ommunity supplies. >rofit ta ; 1?= @i!idend ta ; 1? = mployees taes ; about 0= from net salary the amount it recei!es in hand2 5inimum wage ; from 01.0A.$013 ; 00 %onB

hartered )ccountant 5adalin Ioan 00< 0A$1 3$1 3<

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