Establish an SCA (Partnership Limited by Shares)

The partnership limited by shares (in Romanian, societate in comandita pe actiuni - SCA) is a form of company whose share capital is divided into shares and which has two categories of partners: the general partners, who are liable without limit and jointly for the company's obligations, and the limited partners, who are liable only up to the value of the shares they have subscribed. The SCA should not be confused with the joint stock company (SA), in which all shareholders have limited liability.

The minimum share capital of an SCA is 90,000 lei, the same as for the joint stock company. If you want to register a company in Romania as an SCA, our agents can help you.

The process of setting up the SCA is possible through:

● full and simultaneous subscription of the share capital by the founders who sign the constitutive act;
● public subscription, based on an issue prospectus addressed to investors who want to buy shares.
The company is managed by one or more of the general partners. The rules applicable to the joint stock company also apply to the SCA, except for those on the two-tier management system (directorate and supervisory board).

The documents that you must make available to us for the registration of this type of company are:

● copy of the shareholders' ID card / passport;
● Proof of the registered office (rental / sub-lease / commodity contract, etc.);
Note !: If you do not have a space for establishing the registered office, our company will provide you the registered office.

● where the registered office is in an apartment of a residential building and economic activity will be carried out there, the opinion of the owners' association and the written consent of the directly affected owners; these are not required if the administrators declare on their own responsibility that no activity is carried out at the registered office;
● signature specimen.
The process of setting up the SCA will be closely supervised by our team. We will deal with the drafting of all the documents and obtaining the documents necessary to prepare the file for the registration of your company at the Trade Register, including the reservation of name.

The file to be submitted to the Trade Register for the registration of the SCA will include the following documents:

● the application for registration;
● proof of the availability and company reservation;
● the original - constitutive act;
● the proof regarding the social / secondary headquarters;
● if appropriate, the opinion regarding the change of destination of collective buildings with housing regime, provided by Law no. 196/2018 on owners' associations (not required if the administrators declare that no activity is carried out at the registered office);
● the evidence regarding the payment of the contributions subscribed by the associates to the share capital;
● the documents regarding the property for the contributions in kind subscribed and paid in the constitution;
● the statements given on their own responsibility, as the case may be, by the founders / administrators / censors or natural persons representing the legal person named administrator or censor, from which they will prove that they fulfill the legal conditions for holding these qualities;
● signature samples of company representatives;
● if applicable:
* the registration documents of the founders, administrators, censors legal entities (original or certified copy) and, as the case may be, the translation carried out by an authorized translator whose signature is legalized by a notary public;

* the decision of the statutory body of the founding legal persons regarding the participation in the creation of the company (original or certified copy) and, as the case may be, the translation carried out by an authorized translator whose signature is legalized by a notary public;

* the mandate for the person empowered to sign the instrument of incorporation in the name and on behalf of the founder, the legal person (original or certified copy) and, as the case may be, the translation carried out by an authorized translator whose signature is legalized by a notary public;

* the prior notices provided by the special laws

● power of attorney.
Based on the power of attorney we will submit the file to the Trade Register, we will represent you before the trade register registrar, who decides on the registration, and we will obtain the certificate of registration of the company.