Company registration

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:

• Low administrative requirements
• A higher level of flexibility compared to other types of companies
• Low initial capital requirements (the minimum is 200 lei i.e. aprox. 42-43 eur)
• It can be incorporated by a single investor or by many, up to maximum of 50 shareholders.
• The founder has limited liability, he is only liable to the extent of the invested capital.
• This type of company could be managed by one or more administrators (or directors) who are given full or limited power by the shareholders and who can be Romanian or foreign nationals.
• As a sole shareholder, you can open as many companies as you want so as not to exceed the turnover of 1000000 eur.

Steps to follow for opening a company in Romania:

• Reserve the company’s name
• We will ask you to provide 3 company names in your order of preference, If one is not available, the following will be used
• The reservation of the name will be made online by a representative of our company, directly on the platform of the National Office of the Romanian Trade Register;
• In order for the name reservation to be valid, it must also be physically confirmed by the representatives of the Trade Register Office, this operation will also be carried out by our employees.
• Choosing the NACE codes (or CAEN in Romanian)

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.

• The notarial power of attorney provided by the owner of the future company in favor of our company in order to be able to submit the founding documents to the Romanian Trade Register Office, to the Bank for opening the bank account and to the National Agency for Fiscal Administration for VAT registration and NIF registration.

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).

• The authentic declaration on the own responsibility of the natural person from which to result that these persons did not commit deeds and were not in situations of the nature of those that are registered in the fiscal record. At the same time, the declaration must include the fact that these persons are not fiscally registered in Romania.

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.

• Activities related to the company’s registered office (purchasing or finding a company headquarters) and preparation of documents regarding the company’s registered office.

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.

• Prepare the company documents as follows: drafting of the Articles of Association and statements of the shareholders and directors (all of them bilingually edited).

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.

• Open the bank account and submitting the share capital to a chosen bank, with internet banking and debit card.

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.

• Company registration by filling in the necessary application and submitting it to the Local Trade Register in the presence of the deputy judge.

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.

• Tax registration by undertaking the Certificate of Incorporation and the VAT number, if necessary.

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.

Other services

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.