Frequently asked questions

The conditions that must be met for a person to become a shareholder of AFIN are the legal requirements as a founder and shareholder of a joint stock company - a non-banking financial institution. Mainly, these conditions are:

1) to have full exercising capacity (the ability to sign valid legal acts, which starts when the persons tursn 18 years old - in exceptional cases when they become 16 years old - Article 6, paragraph 2 of the Law No. 31/1990 + Articles 37 – 40 of the Civil Code);

2) not to have been convicted of crimes against property by disregarding trust, of corruption, embezzlement, forgery, tax evasion, offenses included in the Law no. 656/2002 on the prevention and sanctioning of money laundering, as well as for the establishment of measures to prevent and combat the financing of terrorist acts, as well as for the offenses provided by the Law on Companies no. 31/1990, respectively not to have been declined by a final court decision the right to exercise the quality of founder / shareholder / associate as a complementary punishment of the conviction for the previously mentioned crimes - art. 6 par. 2 Law no. 31/1990 and art. 16 of Law no. 93/2009;

3) not to be among the persons nominated in the lists provided in art. 23 and 27 of Law no. 535/2004 on preventing and combating terrorism;

4) based on a recommendation from a founding / existing member;

5) the founding members reserve the right to accept or deny both natural or legal persons for the shareholder status of AFIN IFN S.A.

A share will have the value of 500 lei. So, for a minimum capital of 1500 lei, an individual will receive 3 shares.

A share will have the value of 500 lei. Yes, shares can be sold, in accordance to the stipulations in the articles of incorporation (draft). actul constitutiv (DRAFT).

Since AFIN will be a social enterprise, the articles of incorporation will include the legal criteria for being able to obtain the certificate of social enterprise, meaning: the allocation of at least 90% of the profit realized for the social purpose and the statutory reserve.

So, if the company is profitable, the Board of Directors will propose how to distribute the profit taking into account the legal and statutory provisions. There are cases when, even though the company has a profit, it cannot be distributed, but must be used to cover losses from previous years. Hopefully this will not be the case with AFIN, the profit may be used for investment or for distribution to shareholders, but in compliance with the provisions of the Articles of Association, i.e. at least 90% of the profits made allocated to fulfill the corporate purpose and statutory reserve. 

The General Meeting of Shareholders will decide by vote of all participating shareholders how to distribute the profit.

None, except of the fees for bank transfers, in the case when the capital is paid from a bank other than Raiffeisen Bank (this cost must be paid by the future investor, making sure that the contribution reaches our account in full).

Firstly, by including the social and economic criteria in the articles of incorporation and, subsequently, by obtaining the status of social enterprise and the registration in the National Register of Social Enterprises.

During the AFIN activity, the observance of the social mission will be ensured by the Board of Directors, by the management bodies, but also by special bodies that will be created within AFIN for this purpose (e.g. the Ethics and Social Impact Committee). 

The General Meeting of Shareholders will be able to sanction by revoking the Board of Directors if the corporate mission of AFIN's activity is not respected, and the Board of Directors will be able to sanction the directors by revoking them.

Withdrawal can take place by assigning the shares to another shareholder, in accordance with the provisions of the articles of incorporation (which can be interpreted as an indirect withdrawal) or by actual withdrawal according to cases included in ongoing legislation and as included in the articles of incorporation. Thus, any shareholder who has voted against the decision of the general assembly has the right to withdraw from the company and to request the company to purchase their shares, only in case that decision of the general assembly refers to: 

a) changing the main object of activity;

b) moving the company's headquarters abroad;

c) changing the form of the company;

d) merger or division of the company.

The right of withdrawal may be exercised by submitting a statement to the company, within 30 days from the date of publication of the decision of the general assembly in the Official Gazette of Romania, Part IV, in the cases provided in par. (1), lit. a) –c), and from the date of adoption of the decision of the general assembly, in the case provided in par. (1), lit. d)The price paid by the company for the shares of the person exercising the right of withdrawal will be set by an independent authorized expert, as an average value resulting from the application of at least two assessment methods recognized by the legislation in force at the valuation date. The expert is appointed at the request of the board of directors and of the management. The evaluation costs will be paid for by the company.

The contribution of the share capital paid by a legal entity to AFIN is included in the accounting of the legal entity in the accounting account 263 - Shares held in jointly controlled entities.

The main tax that an AFIN shareholder may pay would be the tax on dividends, in the amount established by legislation at the date of dividend distribution. This tax differs if the shareholder is an individual or a legal entity, the juridical form of the legal entity, and if the shareholder is resident or non-resident, in the latter case the provisions of the double taxation agreement are also important.

Also, another type of tax that the Romanian individual shareholder might pay would be the value added tax if they choose to transfer the shares at a value higher than the nominal value. (for instance, currently the tax is of 10% related to the additional value - the difference between the sale price and the face value, as a result of such a transfer).

No.

Yes, as an individual it would be easier, because the expression of will of a natural person is made easier by requiring only their presence at the General Assembly or the presence of another individual designated through power of attorney to represent them. In addition, at incorporation, in regard to documents, the individual must only provide their identity card and a statement, while in a legal entity's case more documents are needed, depending on the legal form of the entity.