- by Vlad Cuc
The Association is the legal entity constituted of 3 or more persons who have brought together their financial contribution, knowledge or labour for a general interest, or the interest of a specific group or their own non-patrimonial interest.
The social capital of the Association cannot be of less than the equivalent of the minimum gross salary in Romania and can in constituted of both in-kind or monetary contributions.
For the registration of the Association, the associates will have to provide the Articles of Association, drafted per the specific regulations as well as the statute, proof of headquarters and social capital and availability of the chosen name of the Association. In a term of 3 days, the judge will either approve the registration or request further documentation.
The Association has the following organizational bodies: a) General Assembly; b) Management Council; c) Censor or Censor Committee.
It is important to note that an Association is able to be shareholder in a Romanian commercial company. The dividends obtained from the activities of these companies, if not reinvested, must be used for the purpose registered in the Articles of Association.
The Foundation is the legal entity constituted by one or more persons assigning a certain patrimony – permanently and irrevocably – to the fulfilment of a general interest purpose or the interest of a specific group.
The social capital (patrimony) of the Foundation must include assets (in-kind or monetary) in value of at least 100 x the minimum gross salary in Romania on the date of its formation.
The founders shall provide the following documents for the registration of the Foundation: Articles of Association and statute, proof of headquarters and initial capital and availability of the chosen name.
The organizational bodies of the Foundation are the following: a) Management Council, formed of at least 3 members appointed by the founder(s) at the moment of its formation; b) Censor or Censor Committee, formed of an uneven number of members.
Foundations can become shareholders in commercial companies in a manner similar to the Association (described above).
Differences between Romanian Associations and Foundations
– The Object of the 2 entities: unlike the Association, the Foundation cannot act in the interest of its founders.
– The number of founders: while for an Association the number of founders must have at least 3, the Foundation is able to have one or more founders.
– The minimum social capital: one minimum gross salary for an Association and 100 x minimum gross salary for a Foundation;
– Organization bodies – for an Association: General Assembly, Management Council, Censor or Censor Committee; for a Foundation: Management Council and Censor or Censor Committee.
– Termination of the entities: unlike the Association, the Foundation cannot be dissolved through the Decision of the General Assembly