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Law No. 35 Of 3 April 1991 On Foreign Investment Regime

Original Language Title:  LEGE nr. 35 din 3 aprilie 1991 privind regimul investiţiilor străine

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LEGE No. 35 of April 3, 1991 *** on foreign investment regime
ISSUER PARLIAMENT
Published in OFFICIAL MONITOR NO. 185 of 2 August 1993



Republished on the basis art. 2 2 of Law no. 57 57 of 10 July 1993 , published in the Official Gazette of Romania, Part I, no. 160 of 14 July 1993, giving the articles a new numbering. Law no. 35/1991 was published in the Official Gazette of Romania, Part I, no. 73 73 of 10 April 1991. In order to attract foreign investments in Romania, this law is adopted, which includes provisions such as to provide foreign investors with guarantees and facilities, as well as the full and unlimited use of the results. + Chapter 1 General provisions + Article 1 For the purposes of this law, foreign investments in Romania are understood: a) the formation of companies, subsidiaries or branches, with full foreign capital or in association with Romanian individuals or legal entities, according to the provisions Law no. 31/1990 on companies; b) participation in the increase of the share capital of an existing company or the acquisition of shares or shares in such companies, as well as of bonds or other trade effects; c) concession, lease or location of management, under the law, of economic activities, public services, production units of autonomous kings or commercial companies; d) the acquisition of ownership of movable or immovable property, other real rights, with the exception of ownership of land; e) the acquisition of industrial and intellectual property rights; f) the acquisition of rights of claim or other rights relating to benefits with economic value associated with an investment; g) purchase of production premises or other buildings, except for dwellings, other than those ancillary to the investment, as well as their construction; h) contracting the execution of works of exploration, exploitation and division of production in the field of natural sources. + Article 2 The contribution of foreign investors to Romania may consist of: a) capital in freely convertible currency; b) machines, machinery, means of transport, sub-assemblies, spare parts and other goods; c) services, industrial and intellectual property rights-patents, licenses, know-how, factory and trade marks, copyright, translator, publisher-, knowledge and methods of organization and management; d) incomes and profits from activities carried out in Romania, as well as goods and values provided under the law, after payment of taxes and fees provided by law. + Article 3 Foreign investors mean individuals or legal entities with domicile or, as the case may be, based abroad, who make investments in Romania, in any of the ways provided by this law. + Article 4 Foreign investments can be made in all sectors of industry, exploration and exploitation of natural resources, agriculture, infrastructure and communications, civil and industrial construction, scientific research and development. technology, trade, transport, tourism, banking and insurance and other services, in compliance with the following conditions: a) not to violate the rules for the protection of the environment; b) not to prejudice the national security and defence interests of Romania; c) not to harm public order, health and morals. + Chapter 2 Guarantees + Article 5 Foreign investments in Romania cannot be nationalized, expropriated, requisitioned or subject to other measures with similar effects, except in cases of public interest, in compliance with the procedure provided by law and with the payment of a corresponding compensation the value of the investment, which must be prompt, appropriate and effective. + Article 6 The compensation is determined in relation to the value of the market investment on the date of taking one of the measures provided for in 5. + Article 7 If the amount of compensation cannot be determined according to art. 6, it shall be determined by the parties on the basis of fair principles, depending on the capital invested, the increase in its value or depreciation and the current income. + Article 8 If the foreign investor does not accept the value of the determined compensation, as the case may be, according to art. 6 6 or art. 7, it will be established, at the request of the investor, by court, under the conditions provided by law. + Article 9 Foreign investors are entitled: a) participate in the management and management of the investment, according to agreed contracts and statutes; b) to alienate their contractual rights and obligations to other investors, Romanians or foreigners; c) to transfer in full abroad the annual profits obtained to them, under the conditions of the foreign exchange regime in Romania, after the payment of taxes, fees and other obligations provided by the Romanian legislation; d) to transfer abroad the amounts collected from the copyright, the shares due to specialized assistance, expertise and other services, according to the concluded contracts; e) to transfer abroad the amounts obtained from the sale of shares, social parts, obligations or other trade effects, as well as those resulting from the liquidation of investments, under the conditions of the foreign exchange regime in Romania; f) to transfer abroad, in agreed currency, the amounts obtained as compensation in the event of taking one of the measures provided for in art. 5. + Article 10 Foreign investments made according to the provisions of this law benefit from the legal regime established by it for the entire duration of existence, in so far as a subsequent law does not contain more favorable provisions. + Article 11 Foreign investors benefit from the legal regime established by this law, regardless of nationality or, as the case may be, their nationality. + Chapter 3 Facilities + Article 12 Machinery, equipment, installations, equipment, means of transport and any other import goods necessary for the investment, constituted as a contribution in kind or purchased from the cash contribution of the foreign investor to the share capital or to Its increase is exempted from the payment of customs duties. + Article 13 The raw materials, consumable materials, spare parts and components imported, necessary and actually used in their own production over a period of 2 years, calculated from the date of commissioning of the target, shall be exempt from the payment of customs duties. or, as the case may be, from the date of commencement of business, in relation to the legal form + Article 14 Foreign investments are exempt from corporate tax, as follows: a) those carried out in industry, agriculture, construction, exploration and exploitation of natural resources, for a period of 5 years from the date of commencement of productive activity; b) those carried out in the field of communications and transport, for a period of 3 years from the start of the respective activities; c) those carried out in trade, tourism, banking and insurance services, as well as in any other services, for a period of 2 years from the start of the activity. Foreign investments provided in art. 1 lit. a) benefit from the provisions of para. 1 provided that the contribution of the foreign investor actually paid up, in cash and in kind, represents a minimum of 20% of the share capital of the company, but not less than $10,000 U.S. Foreign investment that does not meet these conditions applies to the provisions of common law. + Article 15 In addition to the profit tax exemptions set out above and after the expiry of the established periods, discounts of the corporate tax are granted, as follows: a) by 50%, the profit tax used in the unit established in Romania, for the extension and modernization of the technical-material basis, of the manufacturing technologies or the expansion of the activity, in order to obtain additional profits, as well as for investments intended to protect the environment; b) by 25%, if one of the following conditions is met; -import at least 50% of the requirements of raw materials, energy and fuel; -at least 50% of the products of the services are exported; -more than 10% of the expenses for scientific research and development of new technologies in Romania and for vocational training are used; -at least 50% of the machinery and other equipment necessary for the development of existing investments or new investments are purchased from domestic production; -at least 50 new jobs are created through a new investment or development of existing investments. + Article 16 For investments made in areas of particular interest in the national economy, at the proposal of the Government, additional facilities can be granted by law. + Article 17 If foreign investments are voluntarily liquidated in a period of time less than double that for which foreign investors benefit from the exemptions provided in art. 14, they will be obliged to pay the taxes established, according to the law, for the entire duration of the investment. Taxes due according to par. 1 shall be paid as a priority from the results of the liquidation of investments or other rights due to foreign investors. + Chapter 4 Promotion and registration of foreign investments + Article 18 Making foreign investments in Romania, regardless of their legal form, is based on a request of the foreign investor, registered with the Romanian Development Agency. + Article 19 The Romanian Development Agency analyzes the creditworthiness of the investor, the field and the way in which the investment is to be made, as well as the amount + Article 20 The Romanian Development Agency responds to the request of foreign investors based on the data and information available to it or which it can obtain, upon request, from the central and local bodies of the public administration, as well as from the autonomous and companies in the field of which the foreign investment is to be made. The ministries and other central and local bodies of the public administration will respond within 10 days from the date of the agency's request. + Article 21 The Romanian Development Agency is obliged to respond to the requests of foreign investors within 30 days from the date of their registration. If within the deadline set in par. 1 the foreign investor does not receive any communication, it is considered that the investment can be made. + Article 22 Foreign investors have the right to make investments under the conditions stipulated by the Romanian law, established in relation to their method of realization and on the basis of the confirmation given by the Romanian Development Agency or the request of the foreign investor, in the absence of communication. + Article 23 The quality of foreign investor in Romania proves by the investor certificate, issued by the Romanian Development Agency. The investor certificate shall be issued at the request of the foreign investor, within 15 days from the date of its registration, based on the presentation of documents-contract of company and status, commercial contracts or other legal acts-drawn up in compliance with the requirements of the Romanian law, taking into account the method of carrying out The investor certificate is opposable to the Romanian authorities for proving the rights of foreign investors. + Chapter 5 Financial and foreign exchange operations + Article 24 The operations of receipts and payments on foreign investments are made through open accounts with banks based in Romania or with headquarters abroad, according to the regulations of the National Bank of Romania. Companies with foreign participation and foreign investors have the availability of their own accounts. Companies can keep in their accounts the amounts in foreign currency deposited as an contribution to the share capital + Article 25 The accounts are fed from the financial contribution of investors, from loans contracted and from receipts. + Article 26 Companies with foreign participation and other foreign investors can contract loans in lei and in foreign currency from financing units in the country or loans in foreign currency from banks or financial institutions abroad. + Article 27 The operations of companies with foreign participation and foreign investors are carried out on the basis of commercial contracts concluded under the law, at the agreed prices. + Article 28 Payments in foreign currency, including the rights due to foreign investors, shall be made from the availability of own accounts or by buying currency at the rate of the day. + Article 29 The profit in foreign currency or in lei, due to foreign investors, can be used by them to make new investments in Romania, for the purchase of Romanian goods and services or can be changed, under the law, on the financial market. + Chapter 6 Final provisions + Article 30 In situations where foreign investments in Romania are carried out in the form of companies in association with Romanian individuals or legal entities, Romanian associations may constitute, as an contribution to the share capital, the right of property or other real rights in the land or other necessary buildings, for the duration of the company. + Article 31 Foreign personnel necessary to carry out the activity of foreign investment shall be established by the convention of the parties or by the foreign investor, as the case may be, and shall be employed only in management and specialized positions + Article 32 The salaries of the Romanian and foreign personnel employed for the activity for foreign investments shall be established by the parties + Article 33 The provisions of this law are applicable to the extent that international agreements and conventions relating to foreign investments, to which Romania is a party, do not establish another regulation. + Article 34 On the date of entry into force of this Law, Decree no. 424/1972 on the establishment and functioning of joint ventures in Romania Decree-Law no. 96/1990 on certain measures to attract foreign capital investment in Romania, as well as any other provisions to the contrary are repealed. ----------------