Let us introduce a package that best meets the needs of those who want to open one or more companies in Romania. This is meant to be a complete package that will suit the needs of most businesses and entrepreneurs. However, to those who need different or additional services we can offer suitable solutions to meet their needs for the business field they chose to invest in.
Romania is located in the southeastern part of Central Europe, on the lower Danube, north of the Balkan Peninsula and on the northwestern shore of the Black Sea.
Romania is a responsible and involved member of the EU, managing the second longest border on the eastern side of the Union (2070 km).
The political and macroeconomic stability of Romania are strong arguments for opening a company in Romania.
Also political stability is a very important argument for many businesses that can be done in this country and why not from this country.
Romania is a free and democratic country, it enjoys political stability, and promotes democracy and freedom of expression. It is also a country that promotes foreign investment in Romania.
Because Romania is a member of the European Union, any company opened in Romania can carry out operations on the territory of any state of the European Union, and among other advantages of EU membership there are unconditional liberalization of direct investment, short or medium term loans for commercial transactions, the purchase of securities traded on the stock exchange, free movement of persons and goods and the freedom to provide services.
Another advantage is that Romania has the lowest taxes in Europe for the Romanian micro-companies, i.e. an income tax of 3% on the turnover, if the turnover is up to 1,000,000 EUR, or 1% income tax if the company it has at least one employee. The profit tax in Romania is 16%, but there is also the possibility of taxation of 3% and 1% in the case of companies with a turnover of up to 1 million eur.
An individual (natural person), as sole shareholder, can open as many companies as he wants so as not to exceed the turnover of 1,000,000 eur.
Dividend tax is 5% on the dividend payable.
Another advantage refers to European funding (grants) which provide opportunities for the development of economic activities through a wide range of programs and grants in various sectors. Any company registered in Romania has access to these grants.
Information for confirming the income tax for micro companies applicable in Romania can also be found at the links below:
LINK2 - page 4-5
LINK3 - Article 47, paragraph (1), letter (c), and Article 51, paragraph 1, letters a and c(Romanian Fiscal Code for 2021).
*You can translate the pages in any language you want by right-clicking-> translate-> choose language-> translate.
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.
The most common and popular way to open a company in Romania is by registering a limited liability company (societate cu raspundere limitata – SRL).
Of course, any form of company can be registered, but SRL is the company we promote and recommend. To that kind of company we can offer you the best advantages so that it helps you in your activity.
The main reasons we recommend opening a limited liability company are:
The NACE codes are the ones that refer to the company’s primary activity. Each business must assign a code for a primary activity and as many other codes for secondary activities. It is recommended to draw up the business plan and assign as many additional codes as it can be foreseen for the future evolution of the company. It is advisable to do so because any other code addition or changes after registration will involve other submissions and document preparation for the Trade Register.
Our company will provide you a power of attorney draft that is accepted by the state authorities, banks and the involved institutions in this process.
The notarial power of attorney must be sent to us in original, it will be made by a notary from the state of residence of the future owner of the company and will be signed and stamped by the notary.
The power of attorney will be translated into Romanian by an authorized translator with whom our company has commitments and who is accepted by the Romanian Trade Register.
The notarial power of attorney will be used for submitting the documents to the Trade Register, for opening the bank account and for collecting the original documents from the Trade Register, at the moment of setting up the new company. At the same time, it will be used for submitting and collecting the documentation for the company’s registration for VAT purposes, and also NIF(Fiscal Identification Number).
Also this declaration will be given in front of a notary from the country of residence of the future business owner, and it will be sent to us by mail.
As a new company established in Romania, no matter the legal form (joint stock company or LTD) must have its headquarters in Romania. The headquarters may be a rented space, an owned house or apartment or it may be hosted by a law firm, but this could be only for a limited period of time.
Our company can provide you a rented space where the company’s address can be established, for an affordable monthly rent. Because our company is located in Cluj-Napoca, the second largest city in Romania, we can offer rented spaces where the newly established company has its headquarters in this or near this city.
The rent for the space destined for the registered office will be invoiced annually to the newly established company, as long as it will mention that registered office in its documents.
The draft of the Articles of the Association will be done bilingually, usually in Romanian and English, but at the request of the associates it can be in another language than English.
The articles of Association will include information regarding the person / persons who will become associates / shareholders in the newly formed company, information about the shares that they will own, the share capital of the new company, but also information about the administrators and the legal representatives.
The Articles of Association will be drafted by our legal advisers and will be sent by e-mail, together with the other documents, statements and other registration/application forms to the future owners of the company to be signed and sent back to our company also by e-mail.
All these documents, after being signed and sent back to our company by email, will have to be certified by an authorized translator and only then they may be submitted to the Trade Register Office.
Every company established in Romania must have its own bank account. This account must be opened by the shareholders or the empowered person by depositing the shared capital. If specified by the notarial power of attorney, the account may be opened by our company.
Our company has signed agreements with the following banks out of which you can choose one for your new company to open its bank account: Erste Bank (Banca Comerciala Romana), First Bank, Raiffeisen Bank. At the request of the shareholders, any other bank in Romania can be chosen.
When opening the bank account, the packages with card and internet banking that the bank provides at the moment of opening the account will be presented to the shareholders and will be selected only after the shareholder agrees to one of these packages.
In order to open the account, the owner of the company will sign in front of the notary (together with the power of attorney mentioned earlier) a specimen signature for the bank, so that, based on this signature, only the owner and his proxies can have access to the company’s bank accounts. This document will be filled in together with the rest of the necessary documents when the bank account is opened.
The owner of the company will take possession of the company card and the login data for internet banking directly from the bank, the bank will send these elements directly to him, without the intervention of any other person.
After we have all the documents required for the establishment of a company, they will be submitted on the portal of the Romanian Trade Register after they will be digitally signed by a representative of our company.
The usual term to solve the request of opening a new company is 3 working days, after this date the original documents of the newly established company may be collected from the Trade Register, and they will be collected by our employees.
Once in possession of the documents of the new established company, we shall send the originals by mail to the rightful owners, and also by e-mail.
Our company recommends that for any company that carries out economic activities outside Romania, but which has its headquarters in Romania, to apply for a registration certificate for VAT purposes. Anyway, the company must be registered for VAT purposes when the turnover reaches the level of 88500 eur(300000 lei).
Possessing a registration certificate for VAT purposes does not necessarily mean that the company will also pay VAT. The VAT in Romania is 19%.
Possessing the certificate means that the company will pay VAT if it invoices to customers from Romania, but not if it invoices to customers from other countries of the world, regardless of whether they are from the European Union or other geographical areas. But it will have VAT to be recovered from the Romanian state if it purchases products and services from companies registered in Romania and which are also VAT payers.
In order to get the VAT certificate, the company will have to submit to the National Agency of Fiscal Administration a file including several documents such as the company’s founding documents, the lease contract as a proof of the company’s registered office, the contract with the accounting company, the authorization of that accounting company, the power of attorney given to the person who submits the documents, the identity documents of the associates / shareholders, and certain statements that the accounting company must draw up.
After submitting the documents, the VAT certificate will be issued in about 1 week, and it will be sent to the shareholders by mail and also in original.
After the company has been established, a couple of statements concerning its activity have to be submitted, after the end of each quarter. For this the company will have to turn to an accounting company.
Our company is part of a group of companies that deal with accounting among other related activities.
Our accounting company is authorized by all national bodies required by law, so that our company can operate in this field. The accounting company will perform the accounting of the established company, for a reasonable price. The accounting costs start from 220 Eur / month per company but can be higher depending on the volume of activity and the number of documents to be accounted for. The accounting tariff also includes tax consulting services provided free of charge by our accounting company. An accounting contract will therefore have to be concluded with the new established company.
The accounting tariff will be calculated on the basis of a questionnaire filled in by the company’s shareholder.
By signing the accounting contract, the accounting company takes over all the tasks regarding the accounting and fiscal activities of the company. The taxes will be calculated by the accounting company. The newly established company will have only to pay its taxes to the state as calculated by the accounting firm.