Selected Issues on the Incorporation Process in Romania and Thoughts on its Improvement in Light of the Delaware Model: A Note

In: Review of Central and East European Law
Author: Catalin Tripon
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Our purpose in writing this article is two-fold. First , we will provide a brief description of the incorporation process in Romania, the evolution thereof, and the policies that support the process. This description will also include a brief comparison of Delaware law and practice. We have selected Delaware since, among other (perceived) benefi ts offered to investors, the Delaware spirit refl ects the liberal corporate policies that many observers believe attract entrepreneurs to that state. On one hand, the process of establishing a business entity has been wiped clean of formalism, thereby accelerating the procedure to the point that incorporation can generally be realized in less than one day. On the other hand, the corporate governance legal framework (both statutory and case law) allows investors to shape their business activity in almost any manner they desire. Second , it offers a set of recommendations for further improving shareholders' "freedom of contract"—the institution that opposes traditional continental doctrines justifying state interventionism in economic ventures.

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