1. Political and Business Stability
2. Strategic Location
3. Business-friendly Climate
4. Common Management Structures
- Management Structure – Joint stock companies can adopt a one-tier (that is, board of directors) or a two-tier (that is, directorate and supervisory board) management structure. Limited liability companies are managed under a one-tier structure.
- Management Restrictions – There are no restrictions on the appointment of foreign managers. In general, they must have the civil capacity to exercise such a position and must not have a conviction for financial crimes (including financing terrorism and money laundering).
- Directors’ and officers’ liability – With certain exceptions, directors are jointly liable to the company for any mismanagement. They can be held criminally liable for embezzlement, forgery, use of forgery, bribery and fraudulent management. Shareholders’ liability in joint stock and limited liability companies is limited to their contribution to share capital. However, in certain limited circumstances, a shareholder can be held jointly liable for the financial obligations of an insolvent company. For example, a shareholder taking advantage of the limited character of the company’s liability and of its distinct legal personality.
- Parent company liability – A parent company is generally liable for actions undertaken by its branch, but not for the actions undertaken by its subsidiary (unless the subsidiary is insolvent and the conditions of Article 27 of the Fiscal Procedure Code’s conditions are met), where the branch does not enjoy legal personality and the subsidiary does.
From a competition perspective, a parent company may be liable for the infringement of its subsidiary, in case the former has the ability to exercise decisive influence over the conduct of the latter. A 100% shareholding in a subsidiary creates a presumption of such decisive influence. This is rebuttable if the parent company can prove that the subsidiary acted independently and determined its own commercial behaviour. If liability is assigned to the parent company, the competition authority can hold both the parent company and the subsidiary jointly and severally liable for the fine (which will be applied to the consolidated turnover of the parent company).
- Work permits – foreign employees (that is, non-EU, non-EEA (European Economic Area) and non-Swiss Confederation third country nationals) require work visas, work authorisations and residence permits to enter, work and stay in Romania.
Let’s discuss the opportunities together
Bohuslav Lipovsky, Managing Partner
EIM Executive Interim Management CEE
Together we can find the solution you are looking for
Bohuslav leads companies and their managers through complex changes resulting from crisis, restructuring or post-merger integration. He focuses on working with private equity firms and international corporations. His strength lies in developing a transformation strategy and leading of multi-cultural teams.
Bohuslav has international experience, he has been active in interim management for several years, speaks several languages, and has extensive experience from numerous projects.