Doing business in the United Kingdom. Alys Carlton Capital Law

Transcription

1 European Regional Meeting - Lucerne / Switzerland Doing business in the United Kingdom Alys Carlton Capital Law

2 These presentations are informational only. They do not constitute legal or professional advice. You are encouraged to consult with a lawyer if you have specific questions relating to any of the topics covered in these presentations.

3 Corporate Law in the United Kingdom Index 1. Foreign investments in the UK 2. Incorporating a company - procedures and formalities 3. Business structures 4. Tax 5. Cross-border transactions

4 [SUBJECT OF SLIDE] 1. Foreign investments in the UK - Setting up business in the UK is relatively straightforward. - Companies can be formed within 24 hours and can start trading immediately. - No restriction on the number of foreign directors or shareholders.

5 2. Incorporating a company - procedures and formalities - Legal and administrative formalities dealt with by Companies House. - Tax formalities are dealt with by Her Majesty's Revenue and Customs ( HMRC ). - Memorandum and articles of association: - Bespoke; or - Model Articles. - Certificate of Incorporation.

6 - Legal requirement of maintaining statutory books. - Ongoing obligation to file documents at Companies House, such as: - Annual Returns (subject to change from April 2016); - Appointment/termination of directors and company secretary; and - Allotment of new shares or changes to share capital. - Publicly available financial statements to be filed with Companies House. - Tax returns to be filed with HMRC.

7 3. Business Structures (a) Branch - UK trading arm. - Registered with Companies House and HMRC. - Accounts of parent company and branch must be filed with Companies House annually (publicly available). - Can be set-up at any time.

8 (b) Representative Office - Registered with Companies House. - No requirement to file accounts. - Not taxable within the UK.

9 (c) Subsidiary Creation of a UK Trading Entity - Different types of corporate vehicle in the UK. - Private Limited Company ( Limited or Ltd ) is the best known vehicle: (i) General requirements: Minimum share capital: 0.01 (1 pence). Minimum number of shareholders: 1 (no maximum). Liability of shareholders.

10 (ii) Corporate governance/management: Board of directors (minimum of 1). At least one director must be an individual. Board appoints a Chairman at meetings. Statutory books must be kept. (iii) Meetings: Two types: 1. Board meetings directors make decisions regarding business of the Company; and 2. General meetings shareholders pass resolutions as required by law or articles of association. (iv) Resolutions: Two types: 1. Ordinary 50%; and 2. Special 75% Majority can be passed as written resolutions.

11 (v) Taxation of the company s income: Corporation Tax system. Worldwide trading and capital income subject to UK Corporation Tax. - Advantages Recognised structure. Tax efficient. Cheap and quick to establish. Limited liability for shareholders. - Disadvantage Annual accounts and details of directors and shareholders publicly known.

12 (d) Other business structure Public Limited Company (Plc) Limited Liability Partnership (LLP) Sole Trader General partnership

13 [SUBJECT OF SLIDE] 4. Relevant tax aspect linked to corporate law (a) Corporation Tax - Current rate = 20%. - Paid on profits of business. - Companies resident in the UK charged on worldwide profits. - Companies not resident in the UK but have UK source profits charged corporation tax on UK source profits.

14 [SUBJECT OF SLIDE] (b) Value Added Tax ( VAT ) - Threshold = 82,000 of invoiced sales per year. - Businesses based in the UK must register if exceed threshold. - Standard VAT rate currently 20%. - Recoverability of VAT resulting from expenditure on supplies.

15 [SUBJECT OF SLIDE] 5. Cross-border transactions - Very few stumbling blocks to M&A transactions with a UK entity. - Merger does not exist under UK law. - Some transactional documents will need to be signed as deeds. - No notorisation required.

16 THANK YOU. ANY QUESTIONS?

17 European Regional Meeting - Lucerne / Switzerland Doing business in FRANCE

18 These presentations are informational only. They do not constitute legal or professional advice. You are encouraged to consult with a lawyer if you have specific questions relating to any of the topics covered in these presentations.

19 Doing business in France Index Regulations concerning foreign investments in France Ways to set up businesses in France Choice of legal structure Business taxes in France Cross Border Transactions

20 Doing business in France [SUBJECT OF SLIDE] PART 1 : REGULATIONS CONCERNING FOREIGN INVESTMENTS IN FRANCE

21 Doing business in France [SUBJECT OF SLIDE] Principle : No administrative restrictions on foreign investments in France Foreign investors are only required to file a return : 1 Regulations 1/2 Return for statistical reasons : Acquisition of 10% or more of the equity or voting rights in a resident company, and if the amount of this transaction exceeds 15 million Return filed for administrative reasons with the Ministry of the Economy: When new companies are created, if the investment exceeds 1,5 million Transaction (with no minimum amount) that results in the acquisition of all or part of a business line Acquisition of a direct or indirect equity interest in (or any other transaction with) a French company amounting to more than one-third of its shares or voting rights.

22 Doing business in France 1 Regulations 2/2 [SUBJECT OF SLIDE] Exception : certain acquisitions in sectors considered to be sensitive require prior authorizations Acquisition of a controlling interest in a company and the acquisition of all part or part of a business line For investors from the countries outside the European Union (EU) and the European Economic Area (EEA), for the acquisition of interests exceeding 33,33% of equity or voting rights in a French company Authorization must be given by the Ministry of the Economy Investments affected : gambling, private security services, trade in weapons, other military equipments Regulated activities : regulatory requirement shall be satisfied before beginning such activity Activities affected : lawyers, accountants, real estate agents, architects, doctors, insurance

23 Doing business in France [SUBJECT OF SLIDE] PART 2 : WAYS TO SET UP BUSINESSES IN FRANCE

24 Doing business in France 2 Ways to set up businesses 1/5 [SUBJECT OF SLIDE] Choosing a business structure in France depends on the investor s strategy and the degree of independence that the French operations need to have from the parent company. 3 types of structures are possible : Liaison offices Branch Subsidiary

25 Doing business in France 2 Ways to set up businesses 2/5 [SUBJECT OF SLIDE] Liaison offices : a short term solution for a nominal representation without commercial activity The foreign company may recruit or send an employee to France to represent it trough a local liaison or representative office Can only conduct a very limited type of non-commercial operations Are not separate legal entities Invoices must be issued by the foreign company only which also directly signs any contract The liaison office must refrain from entering into any commercial agreements with third parties Registering a liaison office is not required in principle but becomes necessary when the office has its own premises or is used to employ several employees in France

26 Doing business in France 2 Ways to set up businesses 3/5 [SUBJECT OF SLIDE] A branch : enables foreign companies to establish a foothold in France for commercial operations Enables foreign companies to establish a physical presence in France for a commercial activity May carry all the operations implemented by the foreign company under its own name A branch is not a legal entity separated from the foreign company that established it The branch representative is empowered to represent the foreign company vis à vis third parties Branches are permanent establishments with regard to tax laws and must pay corporate tax and VAT Registration is mandatory for branches and must include information relating to the foreign company and the legal representative of the branch.

27 Doing business in France 2 Ways to set up businesses 4/5 [SUBJECT OF SLIDE] A subsidiary : creation of a company incorporated under French law Subsidiaries' losses cannot be offset against the parent company s profits Subsidiaries may apply for government support when starting up or expanding The subsidiary becomes a separate legal entity as from the date when it is registered with the trade register The founders are personally liable for legal commitments entered into during the incorporation phase and these are further taken over by the newly incorporated company subject to specific conditions.

28 Doing business in France 2 Ways to set up businesses 5/5 Type [SUBJECT of business structure OF SLIDE] Definition Features Short-term solution Liaison office One representative office in France No commercial activities Simple structure (extension of a foreign company in France) No commercial activities No autonomy Long-term solutions Branch Through its representative, branch of the foreign company that can legally bind the company (i.e. sign sales contract) Uncomplicated structure that can conduct commercial activities Can make decisions independently as the branch s representative in France Subsidiary Company subject to French law that can conduct all types of business Transactions legally binding for the foreign company Autonomous legal entity Transactions only legally binding the subsidiary itself

29 Doing business in France [SUBJECT OF SLIDE] PART 3 : CHOICE OF LEGAL STRUCTURE

30 Doing business in France 3 Ways to set up businesses 1/4 [SUBJECT OF SLIDE] Choosing a legal structure will affect the company s legal status, tax position, assets and employment relations. Limited liabilities companies are the most common structure in France The financial liability of their shareholders is limited to the amount of their participation. The three main types of limited liability companies are : the societe anonyme (SA) the societe à responsabilité limitiée (SARL) and the societe par actions simplifiée (SAS).

31 Doing business in France 3 Ways to set up businesses 2/4 [SUBJECT OF SLIDE] SOCIETE A RESPONSABILITE LIMITEE (SARL) SOCIETE ANONYME (SA) USUAL FORM (BOARD OF DIRECTORS) SOCIETE PAR ACTIONS SIMPLIFIEE (SAS) Key advantages Easy to set up and operate Public offerings permitted. At least one partner. Freedom of constitutional arrangements for relations with shareholders, management and the structure and to transfer capital. Minimum capital No minimum Minimum of No minimum At least one-fifth of contribution must be paidup capital when the company is founded and the balance over five years Half of capital must be paid up when the company is founded and the balance over five years At least one-fifth of contribution must be paidup capital when the company is founded and the balance over five years Liability of partners / shareholders Limited to contributions, except in civil or criminal lawsuits. Limited to contributions, except in civil or criminal lawsuits. Limited to contributions, except in civil or criminal lawsuits.

32 Doing business in France 3 Ways to set up businesses 3/4 [SUBJECT OF SLIDE] SOCIETE A RESPONSABILITE LIMITEE (SARL) SOCIETE ANONYME (SA) USUAL FORM (BOARD OF DIRECTORS) SOCIETE PAR ACTIONS SIMPLIFIEE (SAS) Partners / shareholders Meetings 1 to 100 At least one meeting per year : annual approval of the accounts, and ordinary decisions by simple majority at Ordinary General Meeting. At least 2 At least one meeting per year : annual approval of the accounts, and ordinary decisions by simple majority at Ordinary General Meeting. At least 1 Only certain decisions made by Ordinary General Meeting. Changes to the article requires a two-third majority at Extraordinary General Meeting. Auditors Auditors necessary only if the company exceeds certain thresholds. Statutory auditor required. Statutory required for companies held by (or holding) another company Otherwise statutory auditors required if company exceeds certain thresholds.

33 Doing business in France 3 Ways to set up businesses 4/4 [SUBJECT OF SLIDE] All legal, tax, social, and administrative formalities for creating a new company can be dealt with the Centre de formalité des entreprises (CFE). The CFE handles all administrative details in one place, including all the documents required to set up, change or close down companies, and deliver them to the relevant authorities. It takes a few days for a company to be registered in the Company Register (Registre du Commerce et des Sociétés - RCS). The cost of administrative formalities is approximately 50, plus the cost of publishing a notice announcing a new company in the legal gazette (approximately 230). The formalities for setting up businesses have been greatly simplified and the most of whole procedure can be carried out over the internet.

34 Doing business in France [SUBJECT OF SLIDE] PART 4 : BUSINESS TAXES IN FRANCE

35 Doing business in France 4 Taxes 1/6 [SUBJECT OF SLIDE] I. Corporate Tax : Impot sur les sociétés (IS) : The taxation of French companies is based on a territorial principle French companies carrying on their business outside France will not be taxed in France on their foreign source income The standard corporate tax rate is 33,1/3 % A reduced corporate tax rate if 15% applies to the first of a company s profits for small companies. A social surtax of 3,3% is due on the portion of corporate tax which exceeds (thus bringing the tax rate to 34,43% on this portion). This surtax does not apply to smaller companies. An exceptional surcharge of 10,7% is due to the amount of corporate tax due by a company that realizes a turnover in excess of The combination of social surtax and the exceptional surcharge bring the maximum corporate tax rate to 38%.

36 Doing business in France 4 Taxes 2/6 [SUBJECT OF SLIDE] I. Corporate Tax : Impot sur les sociétés (IS) : A 3% tax applies to dividends distributions paid by French companies Tax losses can be carried forward indefinitely but the offset in any subsequent year is subject to a ceiling Tax losses can be carried back one year but subject to a ceiling Separate corporations can be treated as a single group with an optional tax consolidation regime. The subsidiaries must be at least 95% owned by the parent company (Intégration Fiscale) Holding companies established in France, and which have held a stake of at least 5% for two years or more in each of its French or foreign subsidiaries, are only taxed on 5% on this dividend income - ie. a 1,65% effective tax rate (Régime mère-fille)

37 Doing business in France [SUBJECT OF SLIDE] I. Corporate Tax : Impot sur les sociétés (IS) : Focus : 4 Taxes 3/6 Invoicing of interest, royalties or management fees : The amounts invoiced must be justified and in line with the prices for arm slength transactions between independent companies. The French authorities may demand evidence that transfer princes are in line with actual market princes. Dividends paid out to a foreign resident : Dividends distributed to a European parent company are exempted from a withholding tax if its headquarters are located in the EU and it holds a stake of at least 10% in its French distributing subsidiary Most of the tax treaties France has signed generally provide for the application of a withholding tax on dividends with a standard rate of 5% for companies or 15% for individuals. If no tax treaty exists the withholding tax is 30%.

38 Doing business in France 4 Taxes 4/6 [SUBJECT OF SLIDE] II. Value Added Tax (VAT) : VAT is a tax that end-consumers pay on the consumption of goods and services. When companies are registered, the French tax authorities assign them an EU VAT number. Companies collect the VAT on their own sales and services and deduct the amount of VAT that was paid on purchases of goods and services. If companies have paid more VAT than they have collected on sales and services, the VAT credit will be refunded to them on request. France s standard VAT rate on sales of goods and services is 20%, but there are several reduced rates.

39 Doing business in France 4 Taxes 5/6 [SUBJECT OF SLIDE] III. Local taxes paid by companies : Local economic contribution (Contribution Economique Territoriale CET) The CET is divided in two parts : the corporate property contribution (CFE) : property tax the contribution for value added by businesses (CVAE) : assessed on added The CET is capped at 3% of the company s value added

40 Doing business in France 4 Taxes 6/6 [SUBJECT OF SLIDE] IV. Transfer taxes on the sale of shares Application of a 0.1% transfer tax based on fair market value on the sale of shares of SA s, SAS s, SCA s, and SE s except for quoted shares where it only applies if a deed is established Application of a 3% transfer tax based on fair market value applies on the sale of shares of SARL s, SNC s, SC s, SCS, SEP s, GIE s the taxable basis is decreased by a tax allowance which is equal, for each share, to divided by the total number of the company s shares. Application of the transfer taxes on sale of French shares wherever the transfer takes place in France or abroad Irrespective of the legal form and nationality of the company, when more than half of the fair market value of the company s assets relates to French real estate, a 5% transfer tax will apply to the sale of the shares.

41 Doing business in France [SUBJECT OF SLIDE] PART 5 : CROSS BORDER TRANSACTIONS

42 Doing business in France 5 Cross Border transactions 1/2 [SUBJECT OF SLIDE] Issues to be considered when investing in France: Tax issues: Intercompany pricing Anti tax avoidance regulations Limitation of the transfer of tax losses Territoriality versus worldwide taxation Thin capitalization rules

43 Doing business in France 5 Cross Border transactions 2/2 [SUBJECT OF SLIDE] Issues to be considered when investing in France: Commercial / Corporate / others issues: Competition regulations Labour regulations

44 Doing business in France [SUBJECT OF SLIDE] DO YOU HAVE ANY QUESTIONS?

45 Doing business in France [SUBJECT OF SLIDE] Thank you for your attention Marie-Aline PIERRET Tax and corporate Lawyer

46 European Regional Meeting - Lucerne / Switzerland Doing business in Romania Alexandru Lefter Pachiu&Associates

47 These presentations are informational only. They do not constitute legal or professional advice. You are encouraged to consult with a lawyer if you have specific questions relating to any of the topics covered in these presentations.

48 Index Regulations concerning foreign investments Procedures and formalities for the incorporation of companies Business structures: types of companies Relevant tax aspects linked to corporate law Mergers and acquisitions

49 Regulations concerning foreign investments [SUBJECT OF SLIDE] The general legal framework: Government Emergency Ordinance No. 92/1997 for the stimulation of foreign investments ( GEO 92/1997 ). Special Provisions: Government Ordinance No. 66/1997 on the legal status of foreign investments in Romanian state bonds. International conventions: Romania is a member of the World Trade Organization ( WTO ). General Agreement on Tariffs and Trade ( GATT ). International Centre for Settlement of Investment Disputes ( ICSID ) Convention. The Seoul Convention for the Establishment of the Multilateral Investment Guarantee Agency.

50 Regulations concerning foreign investments GEO 92/1997 establishes two main forms of investments: Direct investments by the participation of the foreign investor in: the establishment or extension of a company; the acquisition of shares in a company; the establishment and the extension in Romania of a branch by a foreign company. Portfolio investments consisting in: or the acquisition of securities on the regulated capital markets and not allowing direct participation in the management of the company, the acquisition of bonds on the organised bonds markets.

51 Regulations concerning foreign investments Principles and guarantees applicable to foreign investors: Freedom of the forms of incorporation the investor may access any form of incorporation; Freedom of the investment modalities cash contribution, in kind contribution (tangible and intangible assets), professional contribution; Free access in all economic sectors; Equality of treatment (non-discrimination); Application of the most favorable law.

52 Regulations concerning foreign investments Guarantee against seizure of the investment (provided by the Romanian Constitution and GEO No. 92/1997). Expropriation of investments may intervene only if it is cumulatively: necessary for a public utility cause; not discriminatory; performed in compliance with express legal provisions; implemented upon payment of a prior, adequate and effective compensation.

53 Regulations concerning foreign investments Examples of rights granted to foreign investors: assistance with regard to administrative formalities necessary for the establishment and functioning of the entities created following the investment; conversion and transfer of the profit; employing foreign personnel; forum choice for the disputes derived from the investments.

54 Procedures and formalities for the incorporation of companies The organization and functioning of companies is governed by Company Law No. 31/1990 ( Company Law ). Other provisions with particular relevance for the incorporation of companies are set forth by Law No. 26/1990 on the Trade Registry. The registration of companies a procedure taking place in front of the Romanian Trade Registry Office in the area where the headquarters of the company will be established. Necessary documents - differ depending on the form of incorporation; - a list is available with the Trade Registry; - include, inter alia, the articles of associations of the company, the title deed for the premises where the headquarters will be established, supporting documents attesting payment of the share capital and the legal status of the shareholders.

55 Procedures and formalities for the incorporation of companies Registration of the new company: in 5 days upon filing the relevant application. Registration fees with the Trade Registry: approx. EUR 130. Other potential expenses: translation and legal support Upon incorporation, companies are also subject to fiscal registration. If the estimated turnover exceeds EUR 65,000, the new company is also subject to VAT registration.

56 Business structures: types of companies Companies can be incorporated in 5 different forms i.e.: - limited liability company, - joint-stock company, - general partnership, - limited partnership, or - partnership limited by shares. By far the most frequently used forms of incorporation: - limited liability company, and - joint-stock company.

57 Business structures: types of companies Type of company Limited liability company Joint-stock company One or more shareholders; The maximum number of shareholders is 50; Applicable restrictions: Shareholders an individual/a company can only become a sole shareholder in one limited liability company; a limited liability company cannot have as sole shareholder another limited liability company with a sole shareholder; The minimum number of shareholders is 2. Share capital Minimum share capital: approx EUR 50 (in national currency equivalent. Cash contributions are mandatory. Minimum nominal value of a share: RON 10 (approx. EUR 2). All shares must have equal value; Minimum share capital: approx. EUR 25,000 in national currency equivalent. Minimum nominal value of a share: RON 0.1 (approx. EUR 0.02). All shares must have equal value;

58 Business structures: types of companies Type of company Limited liability company Joint-stock company Subscription type Management The share capital must be fully subscribed and paid-in upon incorporation. One or more directors appointed by the shareholders; As a rule, upon incorporation of a joint stock company, each shareholder can pay a minimum of 30% of the subscribed share capital. The rest of the share capital can be paid within 12 months as of incorporation date (for the stocks issued for in kind contributions, the term is of 2 years as of the date of incorporation). 2 different management systems: Unitary system: the company is managed by a director/board of Directors ( BoD ) appointed by the shareholders. Dual system: the company is managed by a Directorate the activity of which is overseen by a Supervisory Board. The members of the Supervisory Board are appointed by the shareholders, and, at their turn, appoint the members of the Directorate.

59 Business structures: types of companies Type of company Limited liability company the main decisional body of the company Joint-stock company the main decisional body of the company; special formalities for conveying and representation of shareholders; special rights for minority shareholders; Organization General Shareholders Meeting ( GSM ) unanimity and double majority requirements (of the shareholders and of the share capital) applicable to its resolutions, unless expressly waived in the company articles of association. GSM 2 types: Ordinary resolves on matters in the ordinary curse of business Extraordinary generally, resolves on all matters involving amendment of the articles of associations

60 Business structures: types of companies Type of company Limited liability company Joint-stock company Organization Director(s) may act only within the limits set forth by the shareholders; liable towards the company for the deeds entered into in the name and on behalf of the company Director or BoD/ Directorate and Supervisory Board may act only within the limits set forth by the shareholders; liable towards the company for the deeds entered into in the name and on behalf of the company Censors/Auditors censors appointment is voluntary, save for specific cases expressly provided by the law censors appointment is mandatory (a minimum number of 3 censors and an alternate); the company having a dual management system is subject to financial audit.

61 Business structures: types of companies Type of company Limited liability company Joint-stock company Organization Censors/Auditors Audit is mandatory if at least two of the following limits are exceeded: Total asset value: EUR 3,600,000; Net turnover: EUR 7,300,000; Average number of employees in a financial year: 50

62 Business structures: types of companies Limited partnership two types of shareholders: general partners unlimited liability for the company obligations limited partners limited liability for the company obligations one or more general partners can be appointed as director(s). Partnership limited by shares The liability of general and limited partners is similar to the one in limited partnerships, but the company is entitled to issue stocks and its organization and functioning are similar to the ones of the joint-stock company. General partnership: Unlimited liability of the shareholders for the company obligations.

63 Relevant tax aspects linked to corporate law Under the Romanian Fiscal Code, the following taxes are incumbent on companies: the 16% profit tax; the profit reinvested in specific equipments provided by law is exempted from taxation; the 5% tax on the gross dividend paid from a Romanian subsidiary to a Romanian parent company. Value added tax ( VAT ) Standard VAT quota: 20% from January 1, 2016, to December 31, 2016, and 19% starting from January 1, 2017; reduced quotas for specific activities: 9% (medicines and orthopedic products, food and non-alcoholic drinks, plants and ingredients used for preparing, completing or replacing food, restaurant and catering services, drinking water and agriculture irrigation water, accommodation in the hotel sector, and 5% for books, access to monuments, cultural and sporting events;

64 Relevant tax aspects linked to corporate law The Fiscal Code also provides a list of VAT exemptions and special regimes (e.g. special exemption regime for small enterprises, special regime for tourism agencies). tax on the income of small enterprises 1 to 3%; social contributions the aggregated value of social contributions incumbent on the employer: 22.6% of the gross salary the aggregate value of social contributions incumbent on the employee: 16.5% of the gross salary. the 16% income tax applicable to employees wages shall be withheld and paid by the employer.

65 Mergers and acquisitions The general framework Company Law rules on mergers, acquisitions and spin-offs of companies registered in Romania are governed by Company Law. Special provisions For companies listed on a regulated market in Romania Law No. 297/2004 on capital markets ( Capital Market Law ) and the regulations issued by the Romanian Financial Supervisory Authority special rules governing, inter alia, listing, delisting, voluntary and mandatory takeovers. Special provisions are enacted for companies active in regulated sectors such as energy, oil and gas, mining, insurance, banking etc.

66 Mergers and acquisitions Company Law establishes 2 types of mergers: Mergers by absorption one or more companies are dissolved without entering liquidation and transfer all their patrimony to another company at the extent that a certain number of shares in the absorbing company is allotted to the shareholders of the absorbed companies; and Mergers by amalgamation more companies are dissolved without entering liquidation and transfer all their patrimony to a newly incorporated company at the extent that shares in the new company are distributed to the shareholders of the dissolved companies.

67 Mergers and acquisitions Company Law also regulates cross-border mergers. Romanian joint-stock companies, partnerships limited by shares, limited liability companies, as well as European companies having their headquarters in Romania may merge, in accordance with Romanian and European legislation, with companies having their headquarters in other EU or EEA member states.

68 Mergers and acquisitions Other provisions of core importance The main rules on merger control are set forth in Law No. 21/1996 on competition ( Competition Law ). rules harmonized and transposing the relevant EU legislation in the field thresholds above which the operation must be notified and obtain clearance from the local competition authorities: the cumulated turnover of the companies involved in the operation > EUR 10,000,000, and at least two of the companies involved in the operation have obtained in Romania, each, a turnover superior to > EUR 4,000,000. When dealing with state-owned and formerly state-owned companies, legislation on privatisation should be observed, especially as regards privatization methods and target company valuation.

69 Thank You!