In case of limited liability companies, shareholders may assign their shares. This assignment procedure may be performed by a Romanian lawyer.
A consequence of such a share assignment is that the assignor – the person assigning his shares, leaves the company and therefore loses his capacity of shareholder, while the assignee – the person who receives the shares – continues the activity of the company by acquiring the capacity of shareholder.
The share assignment procedure must be carried out at the Trade Registry. Lawyers appointed in this regard shall submit on behalf of the limited liability company (Ltd) all required documents.
Assigning shares is a procedure that may require two steps (if shares are assigned to persons outside the Ltd) or one single step (if shares are assigned to one or more of the Ltd’s existing shareholders). Shares may be assigned to individuals or companies (Romanian or foreign).
Two-step assignment of shares
Documents that need to be prepared as a first step:
- request for the assignment of shares;
- Decision of the General Assembly of Shareholders or, as the case may be, Decision of the sole shareholder (the assignment of shares must be expressly stipulated and all necessary information regarding the assignment);
- Assignment Agreement between the assignor and the assignee;
It is possible to be represented by a Romanian lawyer based on a special power of attorney.
Documents that need to be prepared during the second phase of the procedure:
- Registration request;
- Proof that the Decision of the General Assembly of Shareholders or the Decision of the sole shareholder was published in the Official Gazette;
- Decision of the General Assembly of Shareholders or, as the case may be, the Decision of the sole shareholder, which must include information about the assignment of shares;
- Assignment Agreement between the assignor and the assignee;
- Copies of the individuals’ Identity Cards and, as the case may be, of the incorporation certificates in the case of companies, of those who shall acquire the capacity of shareholder;
- Statement given by the shareholder – company – that it complies with all required conditions for acting in the capacity of shareholder;
- Incorporation certificate, original or a copy bearing an Apostil, from the Trade Registry where the foreign company is registered, certifying its existence;
- Restated Articles of Incorporation – original copy.
Publisher: Budusan si Asociatii