Cession ( sale) of shares of a company in Romania

 Have you decided to sell your business? Or are you looking at buying a business? If so, what’s involved in doing this?

Here we provide a our perspective on matters related to the sale or purchase of an owner-managed business.

What it is that you’re actually selling or buying? This may seem like an unnecessarily obvious question, but it must be answered thoroughly. The answer will define much of what’s contained in an agreement for the sale of a business.

Buying and selling “shares” in a business

Selling shares in a business, whether it’s is a close corporation or a company, is really quite straightforward. It simply involves transferring a group of assets, in the form of shares.

A buyer who purchases all the shares in a business will indirectly hold and control the business, including all its assets and liabilities.

Buying a business from a company

Acquiring a business from a company is more complex. It may involve acquiring only certain assets and certain liabilities. These may be of different types and have to be dealt with differently.

Accordingly, buying a business from a company (rather than buying shares in the company) requires a more carefully prepared contract.

This approach may be appropriate where:

• a purchaser wants to acquire only certain assets and certain or no liabilities; or
• the purchaser feels there is some risk in taking control of a company; for example, there could be a pending legal action or outstanding tax claim, or the company may just be poorly managed.

Due diligence evaluation

Whether acquiring shares or a business, a purchaser should undertake a due diligence evaluation. This is to ascertain the worth of the shares and/or business, as well as any risk in the business and the transaction.

A due diligence evaluation can vary in breadth and scope, but will likely include the following:

• a financial analysis of the business and its value
• an evaluation of assets, including any intellectual property
• assessment of any immediate or future risk to the value of the business
• a check for any legal impediment to the transaction, such as a shareholder agreement prohibiting the sale or use of shares as security under another transaction
• an evaluation of the formal requirements and procedures necessary to implement the agreement
• an assessment of whether the business operates in a sound and lawful manner, complying with all relevant legislation.

 

We are here to help you, contact us. mail frjacobs@telenet.be 

Company creation in Romania made easy

With hundreds of companies established on behalf of our foreign clients, we offer the fastest and simplest option to set up Romanian companies at the lowest fees.

Moreover, such will be done by our professional lawyers, the only ones licensed in Romania to carry out a company formation. Your presence in Romania is not required.

We will draft all the necessary documentation, in bilingual Romanian-English so that you understand everything. You will only need to sign such documents  and soon your company will be up and running.

We also offer all-inclusive services for the management of the company, such as company address rental, accounting, legal services and many more.

Company Formation Package include:

• Reservation of the company's name;
• Drafting of the Articles of Association and statements of the shareholders and directors;
• Submitting the share capital to a chosen bank;
• Filling the necessary application and submitting it to the Local Trade Register in the presence of the deputy judge;
• Undertaking the Certificate of Incorporation and the VAT number;
• Our  firm can provide you with a registered office;
• Following the company formation Romania process, we will take all the necessary steps with Romanian authorities in order to obtain the mandatory legal documents or authorizations;
• Bank account introduction for opening of an account with internet banking and debit card.

It can't get simpler than that.

 

Please contact us  for more details mail frjacobs@telenet.be

BUYING REAL ESTATE LAND AND BUILDINGS IN ROMANIA

 We are here to support you.

Real estate can be acquired in two ways:

•        Directly, e.g. by acquiring the real estate (asset deal)

•        Indirectly, e.g. by acquiring a corporation owning real estate (share deal).

In either case, there is no stamp duty or tax. The only fees are these related to the notary and registration (Land Book/Commercial Registry) requirements.

Land  tax are varies depending on local council decisions.

THE BUSINESS ORGANIZATION INTERESTED IN BUYING REAL ESTATE IN ROMANIA. WHAT KIND OF LAND ARE WE ABLE TO ACQUIRE?

There is a law for ownership right over Real Estate for Romanian Legal Persons. As opposed to some restrictions, a business organization (which is a Romanian legal entity) may acquire the ownership right over Romanian real estate (lands and buildings). This regulation entitles companies which are also legal entities to the ownership right over any type of land, including agricultural land, forests and forestry land. Consequently, the shareholders or the partners of a company, no matter what their nationality, indirectly have the right to acquire lands and buildings.

The real estate market in Romania has developed a lot during the past few years and there are more and more foreign citizens that are interested in buying properties here. Although the interest for the Romanian real estate market has grown rapidly, there are still questions about the legislation regarding this process. Can foreign EU citizens buy properties in Romania directly or there is other EU legislation that they must take into account.

 

Contact us for more information: frjacobs@telenet.be

Agricultural consulting in Romania and land aquisition in Romania

 The agricultural economy represents the foundation of the Romanian civilization, this being over the centuries the source of existence but also the instrument of progress on these places. In recent years, Romanian agriculture has experienced a spectacular economic evolution and a technological transformation benefiting from significant investments through the common agricultural policies of the EU.

We meet the consulting needs of farmers, our company has developed a package of services dedicated to them. Assistance services in relation to APIA or EAFRD, consultancy in the procedures for obtaining agricultural subsidies or in the management of lease contracts are just some of these services.

Our company provides complex consulting services to agricultural companies in order to:

- Establishment of the company;

- Acquisition of agricultural land;

- Obtaining agricultural subsidies per area unit or production unit;

- The management of property rights or lease contracts;

- Representation and assistance in the relationship with local town halls and administrative authorities;

- Management of delivery contracts, provision of agricultural services or agricultural insurance;

- Consulting in financing and agricultural loans;

The experience of our company recommends us in all procedures for the successful management of agricultural affairs, in aspects such as obtaining agricultural subsidies, management of lease contracts or delivery of agricultural products, in insurance, loans and agricultural financing.

We guarantee that large farmers as well as small traditional farmers will be equally satisfied.

More info mail : frjacobs@telenet.be  

recruiting engineers in romania for romania and europe

 At EU level, the number of job vacancies is constantly increasing. With the recovery of the economy, there has been a steady increase in the vacancy rate in the European Union, with a different dynamic, however, in the Member States.

Professionals are a long-term investment

A long-term trend of increasing the use of capital can be seen from this perspective:

• companies equip their workers much better, so as to increase the productivity of labor, thus capital investments and labor complement each other, increasing the qualification and welfare of the workers.

Why engineers from Romania?

The engineers are again in great search on the Romanian labor market. In addition to computer scientists, companies offer jobs for mechanical engineers, construction engineers or energy engineers.

Why engineers in Romania? Because they are well trained, true professionals, they have a low rate of resignations and extremely dedication.

Is it worth investing in human capital?

Therefore, the final question would be: «is it worth investing in human capital, hiring professionals? », A person will be responsible according to the relation between the present cost of the investment and the present value of the future gains generated by the improvement of human capital. It is worth it if the present value of the future earnings stream is greater than the cost of the investment. The reality confirms a positive relation between the level of the gains obtained from the work and the degree of professional training.

If you want to recruit engineers in Romania mail frjacobs@telenet.be

FOREIGN INVESTMENT IN ROMANIA INDIVIDUAL LABOR CONTRACT IN ROMANIA

 The individual employment contract is regulated by Law no. 53/2003 of the Labor Code.

An important aspect to be mentioned is that the minimum age to be able to work and have an individual employment contract is 16 years, as provided in the Labor Code. An individual employment contract can also be concluded for people who are 15 years old, but only with the consent of their parents and only if the work performed does not endanger their health and professional development.

Employment by persons under the age of 15 is prohibited by law. With regard to employment in difficult or dangerous working conditions, persons must be at least 18 years of age.

Types of individual employment contracts

As I said above, there is a specific model of individual employment contract specific to each job, depending on several criteria. The main types of employment contracts fall into the following categories:

Depending on the duration

Individual fixed-term employment contract - there are specific situations established by law regarding the conditions under which this contract can be concluded, which we will detail a little below

Individual employment contract for an indefinite period - this contract is not limited to a certain period for which you can work for that employer

An individual fixed-term employment contract can be transformed into an indefinite employment contract, but the rule does not apply the other way around. The fixed-term employment contract can be concluded in the following situations:

1. an employee is replaced in case of suspension of the employment contract (for example, parental leave), unless that employee participates in the strike;
2. temporary change in the structure of the employer's activity, for example, when the company in question has financial difficulties and the activity decreases, in which case the demand for staff is unpredictable (as well as if the company reduces the number of services it offers and decrease the revenues collected);
3. the work carried out is seasonal;
4. unemployed people have been hired in order to provide them with temporary facilities;
5. the employed person retires within five years from the date of employment;
6. the employed person is retired and can cumulate the pension with the salary, according to the law.

Depending on the program

• Individual full-time employment contract - refers to the work schedule of 8 hours / day, respectively 40 hours / week.
• Part-time individual employment contract - the work schedule can be at least 2 hours / day, ie at least 10 hours / week.

Both types of contracts can be concluded for a fixed period or for an indefinite period.

Depending on the place

• Individual employment contract for activity carried out at the company's headquarters.
• Individual employment contract for activity carried out at the employee's premises.

In the second case, it is good to know that you enjoy the same rights as people working at the company's headquarters (medical or rest leave). In addition, the law on telework came into force last year. This allows you to work from anywhere, not just from home.

With the conclusion of the individual employment contract, a probationary period may be established which may not exceed 90 calendar days for the executive positions and a maximum of 120 days for the management positions.

More info mail frjacobs@telenet.be