How to register a company in Romania?

In order to register a company in Romania, you need to choose the type of company form you want to incorporate, to prepare the necessary documents and to submit the application to the Romanian Trade Registry. Most common forms of companies in Romania are the Limited Liability Company (LLC), Joint Stock Company (SA) and sole trader (PFA).

How long does it take to open a company in Romania?

The company formation in Romania process will take 2 working days, since the date the incorporation application is submitted to the Romanian Trade Registry.

What is the main advantage to open a company in Romania?

One of the lowest taxation in EU: 1% turnover tax for the companies whose turnover does not exceed EUR 60,000 and have at least one employee or 3% turnover tax if the companies has a revenue exceeding EUR 60,000 or the companies is engaged in some specific activities.

Can I start a company in Romania as a foreigner?

Foreign citizens and legal persons can quickly and easily incorporate their own company in Romania, without any restrictions. There is no need for a Romanian shareholder and director

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05 octombrie 2023

10 facts you need to know about the limited liability company in Romania

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All you need to know about setting up a limited liability company in Romania (LLC = SRL societate cu răspundere limitată). Romanian limited liability company incorporation in just 3 days. Advantages and disadvantages. What to consider in order to decide a company registration in Romania?

The limited liability company LLC (in Romanian: SRL - societate cu răspundere limitată) is the most used form of corporate vehicle in Romania, being chosen also as the safest for its shareholders and directors. The Romanian LLS is also the most suitable in matter of cost efficiency, with the minimum incorporation cost and almost no share capital contribution required for setting up the company.

Advantages for registering a company in Romania as a limited liability company

1. Foreign citizens and legal persons can incorporate their own SRL; contrary to other EU jurisdictions, Romania allows foreigners quickly and easily to own and operate their own company without any restrictions.

2. The liability of the shareholders is limited to their capital contribution subscription;

3. Quick incorporation proceedings, the SRL being registered within three days;

4. Company formation in Romania may belong only to one single shareholder; the maximum number of shareholders in the Romanian limited liability company in 50 (fifty).

5. The Romanian limited liability company may have at least one director or even more, which are appointed by the general meeting of the shareholders; the directors are the company's legal representatives before local authorities and third parties. The company's directors may be natural persons or legal persons.

6. The Romanian societate cu răspundere limitată represents a separate and distinct Romanian entity, which is able to buy lands, buildings and other immovable assets in Romania and the whole European Union in circumstances such as a Romanian citizen.

7. The Romanian limited liability company is registered by default with the Romanian Trade Registry as micro enterprise and will automatically pay the 1% income tax. To see more about the taxation of the Romanian SRL societate cu răspundere limitată, please consult our specialized article What taxes your Romanian company pays? Chapter I or What taxes your Romanian company pays? Chapter II

8. The LLC incorporated in Romania may choose to apply the corporate income tax regime since its incorporation, providing that it fulfills certain conditions in terms of value of share capital and number of employees.

9. The fiscal registration number is allocated by the Trade Registry at the moment the Romanian limited liability company is incorporated;

10. The Romanian limited liability company must register, since its incorporation, at least one office address / headquarter, the the correspondence, notices, subpoenas will be submitted by the authorities. This headquarter address can not be a PO box. In order to find more about the company, please read our blog article The headquarter of your company.

11. Low costs for incorporation and maintaining active the Romanian limited liability company, compared to other EU states.

Disadvantages

1.. The incorporation process of company registration in Romania is not easy, being a complex one, designated especially to be carried out by corporate business lawyers. To see more about our specialized attorneys at law for company formation matters, you are invited to meet our team.

2. The headquarter of the Romanian company must be registered with the Trade Registry, being public, as well as its shareholders.

3. Annual financial tax reporting is mandatory.

Documents needed for the company registration

The main documents necessary for starting the specific procedures for setting up a company include several documents., as follows

application-form for the company incorporation, issued by the form preapproved by O.N.R.C (i.e., Romania’s National Trade Registry Office);
reservation of the company name (in the county or at a country level);
articles of incorporation, including the identity data of the shareholders and directors, the main object of activity, as well as the secondary object of activity; company associates / administrators; the contribution to the share capital of each of the associates.
fiscal record of each of the associates and administrators of the company;
the deed of ownership right on the space where the registered office is established/loan or contract rental of the respective space;
the agreement of the owners/tenants association, if the case;
the agreement of the neighbors, in some specific cases;
copy of the Identity Card/Passport of the shareholders;
statements from the company’s associates (authenticated), including the company's beneficial owner (UBO)

How long does it take to set up a limited liability company in Romania?

Within approximately 3 days, the company’s incorporation documents will be issued by the Romanian Trade Registry, meaning here the identification documents for the company, similar to the identity card for the natural person.

Of course, this 3 days term will be complied with only if the submitted documents comply with the legal requirements and does not have inadequacies.

So, the registration of a Romanian company requires effort, attention to details and documentation, specific mainly to the corporate lawyers. So, a good knowledge of all relevant incorporation provisions by the lawyer ensures the company registration process. Our Romanian Advocacy lawyers are specialized in all corporate matters, starting from setting up a company in Romania, to more complex operations, such as mergers, acquisitions and spin off.

A coordinator lawyer from Romanian Advoccacy will handle the whole setting up process, in order that your project will be completed within the planned schedule.

Contact us for more details about the company formation in Romania.

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