- the constitutive act is signed by all founders;
- if registration has not taken place within 3 months from the date of signing the constitutive act, the founders of the company are released from the obligations arising from their participation shares, unless the constitutive act provides otherwise.
- the constitutive act must contain the data provided for in art.247 of the Civil Code and art.13 of Law no.135/2007.
- the company may be founded by one or more natural and/or legal persons who are not prohibited by law from doing so;
- the full name of the company must obligatorily include the words “societate cu răspundere limitată” written in the state language, and the abbreviated name must contain the abbreviation “S.R.L.”;
- the amount of the share capital of the company is established by the founders in the articles of association;
- claims, rights over intellectual property objects, as well as other patrimonial rights may be contributed to the share capital;
- any asset in civil circulation may be the object of a contribution in kind. The asset that is the object of the contribution in kind shall be indicated in the constitutive act;
- contributions in kind are valued in money by an independent appraiser and approved by the general meeting of associates;
- the company’s constitutive act sets out the manner in which the general meeting of associates approves the results of the valuation of the contribution in kind;
- the assets that are the object of the contribution in kind become the property of the company, unless the constitutive act provides otherwise;
- the participation share is indivisible, unless the constitutive act provides otherwise;
- an associate may hold only one participation share, which shall not be less than one leu;
- participation shares may have different sizes;
- the participation share must be divisible without remainder by a unit expressed in lei.