According to art. 3 para. (1) letter h) of Law no. 51/1995 on the organization and exercise of the attorney profession, the activity of the lawyer is carried out, among others, by temporarily establishing the registered headquarters for companies at the lawyer’s office and registering them, in the name and on behalf of the client, of stakeholders, social partners or the shares of companies so registered.
In other words, the lawyer has the right by law to host the registered headquarters of the commercial companies based on a legal agreement having as strict object this activity.
Can be hosted at the lawyer’s office, companies that operate based on Law no. 31/1990 on commercial companies, in particular the limited liability companies or the joint-stock companies, but the branches or the self-employed persons cannot operate by establishing the registered headquarters at the lawyer’s office.
It is well known that in addition to this option, the person wishing to start a commercial activity can choose as registered headquarters of the company any other space owned by him as a natural person, or used by the company to be set up, on the basis of a lease or a loan agreement.
If it is decided to establish the registered headquarters at the lawyer’s office, the legal agreement will be drawn up and signed between the form of exercising the attorney profession and the company to be set up.
The legal agreement having as object the establishment of the registered headquarters at the lawyer’s office is a onerous one, which means that in exchange for the virtual office offered by the lawyer a fee is charged, which is negotiated by the parties depending on the duration of the agreement.
What is essential to mention is that this agreement has a maximum determined duration, respectively one year, as it results from the interpretation of art. 105 para. (2) of the Statute of the attorney profession, which provides that the period for which the registered headquarters of the company is established at the lawyer’s office may not exceed one year.
Therefore, the negotiations carried out by the parties with a view to concluding the legal agreement for the establishment of the company’s registered headquarters at the lawyer’s office must be conducted in compliance with this mandatory legal provision.
From the per a contrario interpretation of that legal text, nothing can prevent the parties from concluding such an agreement for a period of less than one year, which makes the lawyer’s fee for this activity also differ.
Pros of establishing the registered headquarters at the lawyer’s office:
- simplified procedure, as neither the neighbors agreement nor the owners’ associations approval is required; if the shareholders own or rent a space in a block of flats, they must submit to the trade register in order to set up the company, the neighbors agreement and the owner’s association approval in which the headquarters will operate;
- fast procedure by avoiding the loss of time occasioned by visiting the possible spaces for rent, by conducting negotiations and by registering the lease agreement with the fiscal body;
- reduced costs compared to the price set in a lease;
- security in keeping and receiving company correspondence;
- the possibility of extending the duration beyond one year by concluding a loan agreement, in the event that the lawyer’s registered office is located in a building owned by him;
- companies can use the option of hosting the headquarters both at the time of registration and during the course of the activity, when the shareholders want to change the registered headquarters.
Cons of establishing the registered office at the lawyer’s office:
- limited duration, of a maximum one year, assuming that it is not extended;
- the impossibility of the actual use of the space, the registered headquarters set up at the lawyer’s office, the so-called “virtual headquarters” can only be used to receive correspondence and to function legally;
- the difficulties encountered when the companies want to become VAT payers, because National Agency for Fiscal Administration scores the companies that have their headquarters at a lawyer’s office;
- the credibility of the company may be affected by the lack of a physical location, in particular in relations with banks, which include this element in the category of risk items when opening current company accounts.
Given the fact that it is not always easy to identify a registered office for the company, as well as the fact that, at the beginning of a business, the resources of a financial nature are reduced, it is presented as a variant more than worthy of taking into account the establishment of the registered headquarters at the lawyer’s office or of a law firm.