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$Unique_ID{bob00451}
$Pretitle{}
$Title{Romania
Chapter 5. Investment}
$Subtitle{}
$Author{Donald E. deKieffer}
$Affiliation{Embassy of Romania, Washington DC}
$Subject{foreign
company
romania
romanian
profits
capital
currency
companies
contract
established}
$Date{1990}
$Log{}
Title: Romania
Book: Doing Business with the New Romania
Author: Donald E. deKieffer
Affiliation: Embassy of Romania, Washington DC
Date: 1990
Chapter 5. Investment
FOREIGN INVESTMENT
Hundreds of foreign firms have established branch offices or joint
ventures in Romania.
About half of the American companies doing business in Romania today do
so through their European subsidiaries.
Although the Romanian government does not keep accurate statistics on the
dollar amount of foreign investment in that country, reasonable estimates
range upward of $3 billion.
A complete listing of foreign companies doing business in Romania can be
obtained from PUBLICOM, 22 N. Balcescu Boulevard, Bucharest, Romania.
Probably the largest single change in Romania caused by the revolution
has been the wholesale revamping of laws related to investment by outsiders or
by foreign firms. Previously, foreign investment was permitted only on a
state-controlled basis. All business enterprise in Romania was subordinate to
the "Five Year Plan" and the interests of the government. This structure,
coupled with the intense suspicion of foreigners in general-and foreign
capitalist in particular-discouraged investment in Romania for more than 30
years. For the size of its economy, Romania had some of the fewest outside
companies of any country in Eastern Europe. The changes made by the new
government have been radical both in approach and in effect. Foreign capital
may now enter Romania almost unfettered. It must be remembered, however, that
the new Romanian legal structure has yet to be tested. This chapter will
discuss the new legal framework of the Romanian commercial sector and its
practical effect in the fields in which foreign capital may be invested.
Areas of Investment
Foreign capital may be invested in industry, agriculture, construction,
tourism, scientific and technological research, foreign trade, banking
services and most other fields. Foreign firms may not invest in the munitions
industry, narcotics, drugs or certain other activities.
STRUCTURE AND OPERATION OF FOREIGN-OWNED COMPANIES
Foreign companies may establish commercial enterprises in Romania either
through joint ventures with local firms or with 100% foreign ownership. The
terms of the venture, including its duration, are governed by a "Contract of
Association" between the parties. This is the Romanian equivalent of Articles
of Incorporation of a Western firm. Romanian law is written in such a way,
however, as to imply that there will generally be a Romanian party in
commercial enterprises and the Contract of Association represents the
agreement between foreigners and local residents.
Transfer of Profit
Foreign firms may do business in Romania either as stock or as limited
liability companies. The organization and operation of firms are generally
specified in the Contract of Association and are subject to Romanian law. All
profits made in Romania may be transferred abroad after payment of taxes,
social insurance, and observance of other obligations of law and the
provisions of the Contract of Association.
Contract of Association
A Contract of Association is applicable to joint ventures and those 100%-
owned by foreigners. This contract must provide the following:
- Name of corporation;
- Object of the corporation;
- Registered office;
- Duration of the company;
- Capital and means for subscription of shares and for transfer of shares
or capital;
- Number in value of the shares or capital;
- Rights and obligations of the parties;
- Other obligations mutually agreed by the parties.
Statutes
Under Romanian law. "Statutes" are the Romanian equivalent of Bylaws.
These Statutes are an integral part of the Contract of Association. They
generally include provisions regarding the organization and operation of the
company, including:
- General meeting;
- Organization;
- Exercise of voting rights;
- Organization of the board of directors;
- Method by which the board of directors adopts decisions (simple
majority, super majority or unanimity);
- The appointment of arbitrators;
- Responsibilities of managing directors;
- Methods for writing off the profit and loss accounts;
- Calculation and distribution of profits;
- Methods for settling disputes between partners and company;
- Methods of winding up the company.
Voting
In a joint venture, the parties may agree to unanimous voting of the
members present at a legally constituted general meeting of the partners with
regard to matters concerning:
- Business activities;
- The approval of the balance sheet and of the profit and loss account;
- Distribution of profits;
- Appointment of executive bodies of the company;
- The proportion in which the partners are to be represented in
management bodies;
- The appointment, remuneration and dismissal of executive bodies as well
as any other matters expressly provided in the "Statutes."
Contribution of Assets
The assets brought by the parties to the company as well as those
acquired later represent the company's property unless the parties provide
differently in the Statutes. Contributions in kind made by a foreign party
to the capital of the firm are exempt from customs duties.
Transfer of Shares
Shares or capital can be transferred only with the approval of a general
meeting of the partners consistent with the provisions of the company's
Contract and Statutes.
Contributions
Contributions of the parties to the subscribed capital of the firm may
consist of a financial contribution, the contribution of goods required to
carry out the investment and contributions of intellectual property rights
and other rights. These contributions are generally established in the
company's Contract and Statutes.
The Romanian party to a joint venture may contribute the right to use
land or buildings. Alternatively, rent paid for the use of buildings by the
Romanian party may be included as its capital contribution.
Currency of Contribution
The contribution of the parties to the capital of the company is
generally specified in the company's Contract and Statutes. The value of goods
contributed by each party is also established, as is the currency and foreign
trade value of cash contributions. Cash contributions are generally placed in
an account with a Romanian banking institution in the name of the company.
Registering a Company
To form a company, the parties prepare a "Memorandum of Association"
(in Romanian), a "Study of Technical and Economic Efficiency" outlining
how the company intends to pursue its objectives, the Contract of
Association and the Statutes.
Government Approval
Government approval is required for foreign firms to establish
wholly-owned subsidiaries in Romania. Joint venture companies also need
the nominal acquiescence of the Ministry coordinating the given field of
activity, based upon advice from the Ministry of Foreign Trade and Ministry
of Finance. Commercial companies in the production field also require the
advice of the Ministry of National Economy.
Registration Fees
Upon filing the documents noted above, the newly-formed entity must
pay a registration fee in lei equivalent to $500 (U.S.). Upon approval,
the company's Contract of Association and Statutes are published in the
Official Monitor of Romania.
Changes
Changes in the Contract of Association must be approved by the
government of Romania.
Raw Materials
Commerci