THE ”TEN COMMANDMENTS” FOR A PURCHASER OF A LIMITED LIABILITY COMPANY IN ROMANIA

By: Eli Doron, Adv

1/1/1900

1. The transferee must not hold the position of a sole shareholder in other limited liability Romanian company, in case he wants to acquire all the shares of a limited liability company, becoming its sole shareholder.
2. The transferee shall request from the transferor the tax certificate – in order to see if the company has outstanding debts to the state.
3. The Buyer will obtain from the Romanian Trade Registry the information regarding the submission of the company balance sheets – and can even request certified copies of these documents.
4. The Buyer shall carry out a verification of the accounting data of the company and shall request to be presented to him the situation of the company’s creditors. In order to avoid any problem, the transferor shall require to the transferee to provide him the actual situation of the obligations contracted by the company towards the third parties (contracts and any other documents).
5. Depending on the particular activities performed by the company, the transferee shal check the actual licences and their validity.
6. Prior to conclusion of the share transfer agreement, the transferee will require the seller to provide him the decision of the general meeting of the shareholders of the company, by which it was unanimously decided the transfer of the shares.
7. In order to prevent possible future competitive activities of the transferor (for example, the trasferor will enter into another company and takes over the commercial activity of the company which shares were transferred), the transferee shall request the transferor to give an official statement in this respect by which he undertakes not to perform competitive activities;
8. The registration of the share transfer agreement with the Romanian Trade Registry shall be done in order to ensure its opposability to the third parties.
9. For the registration of the share transfer with the Romanian Trade Registry, it is mandatory that the company to have a valid registered office (not expired) and it is recommended that the administrator’s mandate to be in force.
10. The share transfer agreement can be concluded at the nominal value of the shares or at other value. In the second case, the transferor shall pay the tax of 16% - this percentage being applied to the difference between the nominal value of the shares and the purchase value.