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Nominee Director in Romania

Updated on Monday 14th May 2018

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In Romania, the main forms of business, the limited liability companies-SRL or the joint stock companies-SA, are legal entities formed based on a set of rules and regulations, called articles of association. These articles are stipulating the name and the address of the company, its purposes, details regarding the shares and the capital (cannot be less than 200 LEI for a SRL or 90000 LEI for a SA), the name of the company’s representatives and other information. Our company formation agents in Romania can offer more information on how to set up a company here.

Sometimes, the name of the company’s representative can be substituted with the name of a nominee director, which can be an individual or corporate body, who will act in his/ her name in order to protect its confidentiality from the third parties and the public.

Generally, in offshore jurisdictions, the nominee director is appointed only to replace the nonresident entities in the company’s official documents and cannot act as a regular representative. It is paid with a specific fee for his/her contribution and has limited responsibilities and rights. In generally, after company registration the next step is passing all his/ her powers to the beneficial owner thorough a power of attorney. In certain cases it is also responsible for signing some specific documents elaborated by the company’s accountants but cannot sign or operate the company’s bank accounts.
You can rely on our local agents in company registration for opening a company bank account.

In Romania, the legislation is not allowing the use of this entity in the way it is used in the traditional tax heavens, as the nominee director it is recognized as the company’s legal administrator. It has the same rights and liabilities as the regular company manager and sometimes can have limited liabilities only if the articles of incorporation are stipulating this. The nominee director is responsible for gathering the general meeting of the shareholders, providing his personal information and the company’s information to the authorities and registers, acting in the company’s name on the market, keeping the company’s books and specific registers, helping in the process of liquidation or providing all the necessary documents for the company’s transformation (merger or de-merger).

The procedure of appointing a nominee director is not very popular in Romania, because of all the above characteristics and it’s a process usually characteristic to offshore jurisdictions. There is no legislation to regulate the process of appointing a nominee director in Romania, however BridgeWest can offer in certain cases nominee directors in Romania depending on certain specifics of your business in the country. Please contact us for more information.

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