Deed of Incorporation LLC (multiple shareholders)

Name: Deed of Incorporation LLC (multiple shareholders)
Brand: Docs & Deeds

lei100.00

This template articles of incorporation for the establishment of an SRL (limited liability company) contains provisions regarding the internal organization, management structure, and operating rules of a limited liability company having at least two shareholders.

It is one of the essential documents required by the Trade Register for registering an SRL and completing the company incorporation process.

Name and main activities: the bylaws specify the official name of the company and its activities. Among the documents required for starting a company is the reservation of the future SRL’s name, which can be obtained from the ONRC portal using an electronic signature.

Share capital: details about the authorized share capital of the company and its structure, sale restrictions, reduction and increase. There is no minimum share capital requirements for incorporation of a SRL-type company.

Rights and obligations of shareholders: The rights, obligations and responsibilities of shareholders are defined, including voting rights, rights to profits and meetings attendance.

Directors: provide for the roles, powers and responsibilities of directors, including their appointment, resignation and revocation procedures. One or more directors can be appointed, with the appointment formalized through a mandate contract for an SRL director.

GSM (general shareholders' meeting): The procedures for convening and holding shareholder meetings are described, including the quorum required for decision-making and voting procedures.

Profit allocation: provide guidelines for distribution of profits, issuance of dividends and management of financial matters.

Changes: provide rules for amending the bylaws.

Dissolution: include rules on company liquidation/dissolution procedures.

Confidentiality and non-disclosure: contain confidentiality clauses to protect information and trade secrets.

Ultimate beneficial owners (UBOs): specifies the ultimate UBOs in order to avoid filing a separate declaration at the time of registration.
What are the steps for establishing an SRL with two or more shareholders?

Choosing and reserving the company name – Check the availability of the desired name on the ONRC portal (National Trade Register Office) and reserve it.

Preparing the articles of incorporation – Download the appropriate template (for multiple shareholders, sole shareholder, or bilingual articles of incorporation) and fill it out according to your situation.

Establish the company’s registered office – You need a rental agreement, commodatum contract, or documents proving the right to use the space where your business will operate.

Submitting the application to the Trade Register for approval – The application must include the articles of incorporation, name reservation, registered office contract, and other relevant documents, such as copies of the shareholders' identity documents. You can submit the application online using a qualified electronic signature.

Check for any additional document requests from ONRC (you will be notified through your online account) and pay the administrative fees for registration.

Obtaining the certificate of incorporation – After the application is approved, the company receives the certificate of incorporation, confirming the registration of the SRL. ONRC can send the certificate via email, electronically signed, if you have chosen this communication method.

What are the main responsibilities of shareholders in an SRL?

Participation in the share capital: shareholders contribute funds, assets, or other contributions as specified in the articles of incorporation.

Voting in the General Assembly: important decisions, such as changing administrators or approving financial statements, are made through shareholders' votes. The articles of incorporation must include provisions regarding the decision-making process within the company.

Profit distribution: profits are distributed proportionally to each shareholder's participation in the share capital unless otherwise specified in the articles of incorporation.

Limited liability: shareholders are liable only to the extent of their contribution to the share capital and are not personally responsible for the company’s obligations or debts. However, in exceptional situations, such as in cases of criminal acts, shareholders may be held personally liable.

What tax obligations does a newly established SRL have?

A newly established SRL must:

Register for tax purposes to obtain a fiscal identification code (CUI).

Submit periodic tax returns (monthly, quarterly, or annually).

Pay taxes (either profit tax or micro-enterprise income tax, depending on its classification).

Submit financial statements at the end of each fiscal year.

Can an SRL engage in multiple activities?

Yes, an SRL can engage in multiple activities as long as they are listed in the articles of incorporation and registered with the Trade Register. Each activity must correspond to a CAEN code (Classification of Economic Activities in Romania). Some CAEN codes may require special authorizations from relevant state institutions.
If the company has a sole shareholder, use a template incorporation document for sole shareholder, available here. If one of the shareholders is a foreign citizen, you can use a bilingual template.

Use this together with GSM decisions or a partnership agreement.

We also provide a section dedicated to template contracts specific for employment, to help set up efficient internal procedures for the new company.

Deed of Incorporation LLC (multiple shareholders)

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