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03 September 2023

5 steps for setting up a company in Romania

The road to success: setting up a company in Romania in 5 steps | Navigate the complexities of starting a company in Romania with confidence using our invaluable tips and insights | What are the advantages of starting a business in Romania as a foreigner? What is the procedure for opening a company in Romania? 

 

5 key steps to successfully setting up Company in Romania

 

Setting up a company in Romania involves complying with various legal and administrative procedures. One of the first steps is to register your business with the Trade Registry Office, where you will need to provide necessary documents such as identification papers, proof of address, and the company's articles of association. Opening the company in Romania requires careful planning and adherence to five essential steps. These steps are crucial to ensure a smooth and successful establishment of your business in this vibrant European country.

 

1. Deciding on the type of company you want to set up in Romania

 

The first step is to choose the appropriate legal structure for your company. Romania offers various options, such as a limited liability company (SRL), joint-stock company (SA), or branch office. Each structure has its own advantages and requirements, so it is important to consult with legal experts or business consultants to determine the most suitable option for your specific needs.

 

For most of the investors and entrepreneurs, the optimum decision is the limited liability company, LLC (in Romanian: SRL - societate cu răspundere limitată). The main advantages of setting up a limited liability company in Romania are:

 

  • the shareholders' liability is limited;

  • it is not needed a certification for the shareholders or directors, as it is needed in case of sole authorized person (PFA);

  • the shareholders and directors may be both Romanian citizens or foreigners; there is no citizenship or residency requirements in order to register a limited liability company in Romania;

  • low taxes. In order to find more about taxation of the LLC in Romania, please read our brief articles, one related to the turnover tax / corporate tax - What taxes your Romanian company pays? Chapter I and the second one related to the dividend tax - What taxes your Romanian company pays? Chapter II.

  • low incorporation taxes: 1% / 3% income tax;

  • unlimited choice of CAEN business activities codes, unlikely the sole authorized person (PFA) where you can register only 5 CAEN codes.

 

You may see more here about the advantages on setting up a limited liability company in Romania;

 

Or, you may decide also on a joint stock company (SA) - usually incorporated when there are more than 50 shareholders or even to sole authorized person (PFA) instead of a limited liability company, but on the latest one it has higher taxes than the LLC and no limitations on the shareholder liability.

 

2. Choosing and reserving the company name you want for setting up

 

This prior proceeding will be done at the Trade Registry, where we check the availability of your company name and reserve it.

 

The process of selecting and reserving a company name is an exciting and pivotal moment for any entrepreneur. Your business name will serve as the cornerstone of your brand, representing your values, products, and services to the world. To ensure your name stands out from the competition and leaves a lasting impression, it's important to approach this task with creativity and careful consideration.

 

Start by brainstorming a list of potential names that capture the essence of your business. Consider the emotions you want to evoke in your customers and the message you want to convey. Think about the unique aspects of your products or services and how you can incorporate them into your name. Play with words, explore different combinations, and don't be afraid to think outside the box.

 

Once you have a list of potential names, it's time to conduct thorough research to ensure they are not already in use. Check for trademarks, domain availability, and social media handles to avoid any conflicts or confusion.

 

We will need at least 3 or even more name proposals for your future Romanian company, in the preferred order, to verify the availability at the Trade Registry. The company name has to be as authentic as possible, in order to avoid confusions and similarities with other already registered companies. Preferably, it should consist of two words.

 

As soon as we receive the name proposals, we will search and obtain the name reservation from the Trade Registry to ensure that it is no longer reserved by other persons.

 

3. Preparing the company incorporation file in order to be submitted to the Romanian Trade Registry

 

Once the legal structure is decided and the name is booked, the next step is to register your company with the relevant authorities. This involves preparing the necessary documentation, such as articles of incorporation, identification documents, and proof of address. The registration process may vary depending on the chosen legal structure, but it generally requires submitting the required paperwork to the Trade Register Office.

 

The company incorporation file calls for multiple mandatory documents, some of them we obtain directly from you (like identity documents) and the rest of them we draft and prepare for you. 

 

The company file is quite extensive and should contain, amongst others: the company bylaws (constitutive deed), official statements from the company founders and directors, the proof of company headquarter (if you don’t have a place for company headquarter, we can help you with setting up a virtual headquarter at our law firm office), the specimen of the company's director signature and the statement about the company's ultimate beneficial owners (UBO).

 

Most of the documents may be drafted by us as your lawyers, such as company constitutive deed and headquarter agreement. But for others, like the specimen of signature and statements we will need your signature on the document

 

4. Submitting the incorporation file to the Romanian Trade Registry

 

And last but not least, the next step for setting up the company in Romania is submitting the file to the Trade Registry. Once we have drafted your company incorporation file and submitted it with the Trade Registry, your company should normally be registered in 3 working days.

 

5. Obtaining the original of your company identity documents from the Romanian Trade Registry

 

The last operation of the whole process ends by issuance of a incorporation certificate by the Trade Registry. This official document provides your company registration identification number for both Trade Registry and the tax purposes. The incorporation certificate contains also the license of performing the commercial activities (CAEN codes) starting from the date of the company registration with the Romanian Trade Registry.

 

By following these five main steps, you can navigate the process of setting up a company in Romania with confidence and set a solid foundation for your business venture. Gain a competitive edge in Romania's business landscape by setting up your company with Romanian Advocacy - your trusted lawyers.

 

Do you need additional information or you want our help with setting up your company? Do not hesitate to contact us at tudor@roadvocacy.ro or by calling at +40 723 77 37 59 or use the contact form on our website at www.roadvocacy.ro.

 

The blog of the Romanian lawyer

 

 

 

The Lawyer's corner is nothing else but a legal blog dedicated only for entrepreneurs and investors in Romania 

 

Weekly usefull posts about the investors' first steps in Romania, from the perspective of practicing business law, servicing our clients' needs and litigation, written and published by a Romanian litigation lawyer with over 15 years experience

 

 

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Romanian Advocacy

 

| Your Business | Our Mission |

Romanian Advocacy

 

| Your Business | Our Mission |

Romanian Advocacy

| Your business | Our mission |

 

Full range of legal services for businesses, companies and individuals. Your lawyers in Romania.

 

Romanian Advocacy

| Your business | Our mission |

 

Full range of legal services for businesses, companies and individuals.

 

Visit us at our headquarters:

 

Romanian Advocacy

4th Știrbei Vodă St., entrance D, apt. 127, 010111, Bucharest, Romania

 tudor@roadvocacy.ro

 +40 723 773 759