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Company Formation in Romania

Updated on Thursday 30th January 2020

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by Vlad Cuc

A business in Romania can be registered by both natural persons and legal entities. Romanian companies are registered with their own bank accounts and a minimum share capital, can own their own patrimony and can set up their own management structure. At the same time, any local business must have a registered office in Romania. 

LOWEST TAXES IN EUROPE FOR THE ROMANIAN MICRO-COMPANY (Up to 1,000,000 EUR): Up to 1% corporate tax and 5% dividend tax.

A foreign company can be sole shareholder (if LLC) or the foreign company can be shareholder together with at least one other shareholder which can be legal entity or private person (if joint stock company).

The most common way to open a company in Romania is by registering a limited liability company (societate cu raspundere limitata – SRL). Companies in Romania can also take the form of partnerships and joint stock companies, which are commonly incorporated in this country. Depending on the nature of the activity developed here, these companies that can also be liable for the payment of VAT in Romania. 
 
In order to open a Romanian company, it is necessary to register it with the National Trade Register Office, an institution which operates under the Chamber of Commerce and Industry in Romania. This body, the National Trade Register Office, is set up as a public institution that gathers data on all companies that are registered at a national level. 
 
 

Click to download our free guide to forming a Romanian Company, containing information for the setup of Romanian branches and representative offices, joint stock and SRL companies. The guide offers details on setup costs, procedures, documents and requirements. It provides information on the procedure and requirements of opening a company in Romania, the costs associated with the registration procedure, as well as on the documents that have to be submitted with each particular institution. Contact us to find out how to register a Romanian Micro-Company and pay 3% tax!

Our Romanian law firm can assist local and foreign investors throughout all the procedures related to the registration of a local business. 

We will reserve a company name at the National Trade Register on your behalf;

We will draft the following documents:

- affidavits - they must be completed following the standard format, as requested by the Romanian law,

- specimen signature - it must be signed by the persons who will be company directors

- the articles of association and by-laws of your future Romanian company.

Our team of lawyers in Romania can also assist on the below mentioned procedures (or they can represent the investors throughout each incorporation step): 
 
  • subscribe the share capital on your behalf – it varies in accordance with the business form that was selected for incorporation;
  • open the company's bank account with the bank of your choice (our Romanian lawyers can assist in depositing the initial share capital, which depends based on the selected business form, but it also refers to the additional current account for the company’s operations; both types of Romanian bank accounts can be set up without your personal presence in Romania);
  • offer a suitable company office that is necessary for the registration formalities (also, our law firm is able to provide virtual office services in Romania, including: mail forwarding, local phone numbers and secretarial services);
  • submit company documents with the local Trade Register and represent investors in front of the Trade Register judge.

 

How long does it take to open a Romanian company? 

 
The procedure of company formation in Romania will take five working days (this is calculated since the date in which all the necessary documents are subscribed with the local authorities). In order to register a limited liability company, the necessary minimum share capital is of EUR 40, while for a joint stock company, the capital is established at EUR 25,000. 
 

What type of Romanian company should I create?

Foreign investors can open the following types of Romanian companies (structures): the Romanian SRL, the Romanian subsidiary, the Romanian branch, the Romanian representative office (liaison office). The representative office in Romania can be established only for certain types of activities; our team of Romanian lawyers can offer advice on the documents necessary to register a liaison office here.

 

How can an investor register a Romanian SRL?

 
Since the Romanian SRL is the most common business form selected for registration in this country, we will present below the steps for forming this type of company. Prior to starting the registration process, the investors must gather all the documents and information required by the local authorities. Some of the most common information that must be presented upon the registration of a new Romanian business are the following: 
 
  • personal information regarding the company’s shareholders, such as their names, nationalities, country of residence and date of birth;
  • the name of the person who is appointed as a general manager;
  • the company’s proposed name and the business activities that will be developed here;
  • the participation of each shareholder at the company’s capital, the nominal value of each share and the percentage of shares owned by each shareholder;
  • the company’s registered office (the proof regarding this information is done through various documents that attest the fact that the company operates in the given location). 
 
The procedure of company formation in Romania starts by selecting a suitable company name. In order to do so, the investor has to reserve a company name by completing a reservation form, that will be then submitted with the Trade Registry. Following this procedure, the institution will issue a certificate (on the same day) that will certify the fact that the company name was reserved. This document is available only for a period of three months.  
 
Foreigners who are not residents of Romania may also register a business here, but they will need to declare on their own responsibility that they do not have any fiscal debts in the country where they reside. This document generally has to be submitted in original. If the document is written in a foreign language, a certified translation has to be added to the file, and this is done through a public notary. 
 
Once all the required document are submitted with the Trade Register Office and after the institution will verify the applicant’s file, the company will receive a unique registration code (CUI). Formally, a company is recognized as a legal entity in Romania once it is registered with the Trade Register. 
 

Are there any other types of Romanian SRL? 

 
Yes, the legislation in Romania provides an alternative to the Romanian SRL; this is represented by the Romanian SRL-D, which was designed to assist young entrepreneurs in starting a business. This business form is especially addressed to persons who have never been the associates or the owners of other companies in Romania or in any other country of the European Union (EU). 
 
The SRL-D can be formed by maximum five shareholders and it can only enter specific types of activities. For example, the SRL-D can’t have as its business operations activities that are related to fields such as: insurance, gambling, real estate, tobacco or alcohol. Since this legal entity was designed to encourage the participation of young persons in the business environment, the advantage of the SRL-D is given by the fact that it can benefit from various governmental grants and tax exemptions. 
 

Is there vital information I should know related to forming a company in Romania?

Every type of Romanian company has its specifics and limitations. For instance, the Romanian representative office may only start marketing activities; it can’t be registered with the purpose of developing commercial operations. We recommend you to contact us before making a final decision.

 

What are the requirements for the shareholders/directors of a Romanian business? 

When opening a company in Romania, foreign investors are not imposed with any restrictions. Thus, a Romanian company can be set up by both local and foreign shareholders and there are no nationality restrictions regarding the company’s directors. Romanian law also allows corporate shareholders and directors.

 

See other related info:

Types of Romanian Companies

Establishing a representative office or company branch

Purchasing real estate in Romania

 

NOTE: This is not intended to be a complete list of documents or a complete set of costs to set up a Romanian company . Contact us for in-depth information. Our Romanian law firm is prepared to assist foreign investors in any matter concerning the legislation regulating the activities of local businesses.  

Enescu & Cuc is a Law Firm with affiliates all over the world. We salute our latest partnership with CompanyFormationNetherlands.com, the provider on best guide on how to set up a company in Netherlands.