What must be included in the articles of association of a limited liability company (LLC) and other information related to the registration of an LLC

In Romanian legislation, the articles of association represent the fundamental document that regulates the organization and functioning of commercial companies. It is also the primary document required for the registration of a company in the Trade Register. Although in practice it may sometimes be referred to as a partnership agreement or bylaws, it is most known as the articles of association. Article 7 of the Company Law clearly stipulates what must be included in this document for limited liability companies.

Essential Elements of the Articles of Association

1. Identification Details of the Associates: The document must include identification information for all associates.
2. Legal Form, Name, and Registered Office: It is essential that the articles specify the legal form of the company, its name, and the address of its registered office.
3. Object of Activity: The document must clearly define the field of activity of the company, including the main activity.
4. Share Capital: The amount of the subscribed share capital and the contribution of each associate, whether in cash or in kind, must be stated. It should also specify how contributions in kind are evaluated and the number of shares in limited liability companies. Limited liability companies are required to deposit 30% of the subscribed share capital within 3 months of registration.
5. General Meeting of Associates: The method of adopting resolutions by associates is important, especially in situations where an absolute majority cannot be established due to parity in participation.
6. Representation and Administration of the Company: Information about the associates or administrators who will represent and manage the company, including the powers granted and the duration of the mandate.
7. Profits and Losses: Each associate must be informed about their share of profits and losses.
8. Secondary Offices: If the company has branches or agencies, this information must be included in the articles of the association.
9. Duration and Dissolution of the Company: The document must specify the duration of the company and the manner of dissolution, including the rules for settling liabilities.

Registration of the Company

According to the applicable regulations, the founders and first administrators must apply for the registration of the company in the Trade Register within 15 days from the completion of the articles of association, assuming responsibility for any damage caused by non-compliance with this obligation.

According to the applicable regulations, the founders and first administrators must apply for the registration of the company in the Trade Register within 15 days from the completion of the articles of association, assuming responsibility for any damage caused by non-compliance with this obligation.