The acronym SPV stands for Special Purpose Vehicle, a type of company that is established in order to achieve a specific business purpose. Our team of lawyers in Romania can help investors incorporate an SPV in accordance with the applicable legislation.
If you want to set up an SPV in Romania, we can help you select a legal entity, register it with the local authorities, comply with the tax obligations and provide any other service a business may need (such as accounting).
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What is an SPV company?
The SPV is a legal entity that is incorporated by another company. The structure is registered as a separate business form, with its own legal personality and assets. By doing so, the company that has set up the SPV makes sure that it won’t be liable for the risks associated with the SPV, given that the reason of incorporation is to isolate financial risks when investing in a particular project.
What business forms are suitable for the Romanian SPV?
Investors who will set up an SPV in Romania can select one of the business forms prescribed by the applicable commercial law. In this sense, they may choose any legal entity that has separate legal personality, such as the limited companies available under the Romanian law, namely the limited liability company or the joint stock company.
In general, investors register this type of company so that they participate in property projects, joint ventures and other types of projects that involve a great financial risk for the parent company.
What are the basic registration steps?
The registration of an SPV follows the standard steps for company formation in Romania. In the list below, our Romanian lawyers highlight some of formalities that must be completed by investors:
- assign a trading name that is unique at a national level (at first, investors must propose more trading names, one of which will be approved, provided that it meets the standard requirements);
- draw up and sign the statutory documents, in which it is reflected the company type, its name, the purpose of registration, information on the founders and shareholding, the directors, etc.;
- in order to open a business in Romania, investors must also secure a registered address (our Romanian lawyers offer assistance in finding a suitable office space, including renting the services of a virtual office);
- register for taxation.
Please know that foreigners have the right to buy a property in Romania for commercial purposes, that can be used as the place of business for the SPV; our attorneys in Romania can represent foreign clients in the legal formalities of acquiring property here (signing documents, pay transfer tax, due diligence, etc.). We can also help you open a company in the Netherlands, through our local parntners. It takes 1-2 weeks to register a BV (LLC) in the Netherlands.
What are the characteristics of a limited liability company in Romania?
Given that most of the legal entities registered in Romania are incorporated as limited liability companies (LLCs), we will present below some of the main characteristics of this structure, so that investors can make a clear image on what it means to set up an SPV in Romania operating as an LLC:
- the company can be incorporated by minimum 1 shareholder, who can be a natural person or another legal entity;
- however, the LLC can’t have more than 50 shareholders;
- its registration must follow the rules of Law no. 31/1990;
- the process of company incorporation in Romania can be completed in around 1 week.
We invite you to contact our law firm in Romania for consultancy services on the Romanian SPV. We can assist throughout the entire incorporation process and we can advise on the most suitable business structure you should choose based on your investment plans, capital, employment needs, etc., therefore do not hesitate to address our lawyers in Romania.