Site hosted by Angelfire.com: Build your free website today!
Romanian Connection Membership Banner Exchange Service
Procedure and necessary documentation for getting approval from State Ownership Fund in order to set up joint venture companies with foreign partners.
Also,how to:
[get a Romanian private partner ][get a Romanian state capital company as a partner][acquire shares/assets]


In order to stimulate restructuring process with direct contribution of foreign capital in the form of setting companies with joint capital the following procedure and documentation is proposed, as a minimum requirement, in order to get the approval from the State Ownership Fund as a majority shareholder of the commercial companies with state capital.
 
  • The procedure referring to the steps to be followed by the foreign investor and the Romanian partner is the following:
    1. Letter of intention is forwarded by foreign investor to the state Ownership Fund .
    2. In case there have been received more letter/offers of intention for the same objective, selection of the potential partners is made in basis of a comparative analysis of the offers or, if needed, y auction, according to the procedure.
    3. Signing a protocol of intention between foreign investor and stated commercial company on the basis of preliminary discussions and notification of State Ownership Fund which will contain:
      1. definition of th proposed investment (legal form, object of activity size and capital structure
      2. actions and terms for concluding the action set for each partner

      The protocol will be negotiated and signed on behalf of the Romanian partner by the Chairman of the Board of Directors or the General Manager on the basis of a mandate given by representatives of the State Ownership Fund in the General Meeting of commercial companies, mandated to be circumscribed to restructuring/privatisation strategy of respective company.
       

    4.  In the preliminary negotiation, besides the representatives of the State Ownership Fund, representatives of Romanian Development Agency and, if needed, of the concerned economic Ministries can also participate.
      1. Concluding negotiations between foreign investor and Romanian partner and documents required by Romanian legislation, namely:
        1.  company agreement
        2.  company's statute
        3.  fesability studies (business plan included)
        4.  evaluating report on contribution kind

      The documents are to be finalized by consulting the State Ownership Fund, the Romanian Development Agency and the concerned Ministries.

      The documents will be signed by Chairman of the Board of Directors or by General Manager on the basis of the mandate given by the representatives of State Ownership Fund which previously analyed and approved the respective documents in the General Meeting of Shareholders.

    5. Submission by foreign investor of the application to the Romanian Development Agency (RDA standard) in order to get endorsement of the investment, accompanied by:

    6.  
      1. copy on company agreement 
      2.  copy of the statute 
      3.  copy of the registration certificate of the foreign company from the Register of Commerce or as the case, a statement by the physical person on its own behalf (RDA standard)
      4.  a letter of banking solvency - the last balance sheet
    7. Examination by the Romanian Development Agency of the foreign investor's application and documents and its documentation within the term stipulated by Law no 35/91, republished.
    8. Submitting to State Ownership Fund by the Chairman of the Board of Directors of the stated capital company or by the General Manager of the documents provided at 3 and 4 above as well as:
      1.  feasibility study, regarding the effect of the investment, restructuring of the partial or full privatisation on the whole commercial company where the State Ownership Fund is a majority shareholder: advantages and disadvantages of the proposed option compared with other legally possible alternatives, from the point of view of managing company's assets; impact of the process influence on the activity directly administrated and on the full privatisation.
      2. Ministery's point of view regarding compliance with the sectorial policy for restructuring privatisation 
      3. copy of the balance sheet as at the end of the peceeding year, the last trial balance
      4. evaluation report of the contribution in kind according to law
      5. copy of the Romanian Development Agency confirmation
      6. formal report of the General Meeting of Shareholders' approval of the documentation for setting up a joint venture
    9. Syntetic Note by the Gewneral Executive Director of State Ownership Fund, including specific conditions and recommending approval or rejection of the special mandate for setting up the joint venture to be submitted for approval to the Board of Directors of the State Ownership Fund.
    10. The Board of Directors of the State Ownership fund approves or rejects the special mandate mentioned above in point 7, according to the SOF Statute of organization and functioningArt. 23,i.
    11. On the basis of the decision made by the General Meeting of Company's Shareholders, according to special mandate mentioned at point 8, the legal representative of the company signs the constitutive documents and proceeds to formalities required by the respective legislation.
    JOIN THE ROMANIAN CONNECTION
    Romanian Connection Member
    E-mail me --  Romanian Connection Mailing List
    [ Back to Investment Page  |  Online Store | Web Promotion | Our Mailing List ]
    Go TOP
    Last modified on Saturday, 30-May-1998 21:18:35 EDT