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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04 septembrie 2023

Post incorporation compliance for your Romanian company

| Post incorporation compliance legal duties in Romania | 5 steps you need to know after incorporation of your company in Romania |

This articles sums a post incorporation checklist that includes all the important steps that follow the incorporation of your business in Romania, according to the Romanian legislation.

Obtaining the certificate of incorporation for your company, as we explained in our previous blog article - 5 steps for setting up a company in Romania, is the most exciting moment in your business start up journey. Your company is already born as an artificial person, but also it has certain legal rights and liabilities. Shareholders are the owners of the company and the directors are the brains and organs. That is to say, you - as the shareholders and directors are the parents of your company.

But as a parent, you are responsible for the actions and inactions of your company and personally liable to comply with the legal requirements provided by the Romanian legislation. Here are the essential steps to take after incorporation of your business, bearing in mind that ignorantia juris non excusat - ignorance of the law is not an excuse:

1. Opening the bank account with a Romanian bank. After the company incorporation, it is necessary to open a current bank account in the name of your company with any Bank in Romania. All the transactions in the name of the company should be carried our by using the company bank account only.

The following are the documents and details usually required for opening a current bank account:

Certificate of incorporation of the company;
Constitutive deed / articles of association of your company;
General meeting of the shareholders or board of directors resolution for opening and operation of bank account;
Ultimate beneficial owner (UBO) statement issued by the company's director.

In this respect, kindly note that you need to personally be present at the bank headquarters in order to sign all the necessary documents.

2. Deposit the share capital in 3 months. Once you have opened the company bank account, the signatories of the constitutive deed / articles of association will have to deposit the subscription money as mentioned as share capital. Every shareholder will hold such a number of shares as per his subscription money as agreed by them in the constitutive deed.

3. Contracting accounting and tax declaration services. Maybe this is the most important legal duty for your company, which has to maintain proper books of accounts. The books of account must give a true and fair view of the company affairs.

Every company has to draft and keep the books of account based on all receipts payments and incomes and to comply with legal requirements under Companies Law no. 31/1990 and other various laws. The books of accounts and financial statements shall give a true and fair view of the financial status of your company. Bookkeeping and accounting starts with recording of accounting transactions such as receipts and payments.

We may provide you accounting services for your company, depending on your specific needs.

4. Contracting at least one employee, in order to pay less taxes (1% income tax on the company turn over, instead of 3% income tax). This condition may be fulfilled by concluding a labor agreement between you (as individual) and your company.

5. Applying for registration for VAT purposes. This VAT code is mandatory for invoicing in all EU countries. We may provide this service for your company, depending on your specific needs.

Final conclusion

Now you know the important steps after incorporation of your company in Romania, you may proceed to start your business activities and continue to make your dreams come true.

To learn more about the Romanian law related to companies, you may visit our site later or contact us for your queries.

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