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Do you want to set up a company in Romania? Company incorporation in Romania
Find out the necessary steps for setting up a company and the incorporation procedure before the Romanian Trade Register, but also which are the most used types of business forms.
Even if you want to perform an agricultural company or a energy one, or you choose to carry out distribution activities, everything starts with a company.
In this article you will notice what are the most used types of business here in Romania and all the steps needed for: (i) the Romanian company incorporation, (ii) the registered office extension, or (iii) how you may change the main activities but also (iv) what documents are required to extend the director mandate or how you may replace him and appoint a new one.
Furthermore, you will find out what are the most used forms of business and which one is more suitable for the activity you are going to perform.
Summary:
What is a Romanian company or firm? What is more exactly a company?
What are the common business types used in Romania? What is more suitable for your business?
Limited Liability Company, Joint-Stock Company or a branch?
Company incorporation. Set up a romanian firm. Trade Register formalities. Company registration in Romania
Documents needed for a Joint Stock Company incorporation. Documents needed for a Limited Liability Company foundation. Companies registration in Romania.
Change of registered office/ headquarters. How to change or extend your office address?
How may change the main activity of a Romanian company?
NACE codes authorization
Share capital increase. Share capital reduction
Transfer of shares - Romanian Limited Liability Company.
Transfer of shares - Romanian Joint-Stock Company
Extension of the director contract or of the other management board members
Change of the company director. Appoint a new director
Secondary office registration (Working point incorporation)
Extension of the registered office validity. Extension of the secondary office (working point) validity
What do you mean by a company?
Companies or firms are legal entities made up by a group of persons or just by one (natural persons or another entities) in order to achieve a common goal. These are also known as commercial companies or corporations.
The companies are set up in order to perform profitable activities.
Most used business forms. Types of Romanian Companies
Are you intending to start your own business and you don't know which is the best way to perform your business?
Contact us now via e-mail address office@cristinatudor.ro and make sure you choose the more suitable type of business for the activity you are going to perform.
The types of businesses used here in Romania are most often the following ones:
(i) a Joint Stock Company
(ii) a Limited Liability Company or
(iii) branches
Furthermore, another form activity, throughout you may organize your own business is the registration of an Authorized Person, known in the Romanian common language as ”PFA”.
The authorization and operation of the Romanian companies are reflected by Law 31/1990.
A Limited Liability Company, A Joint Stock Company or a branch?
Each one are governed by different operation and authorization rules, as follows:
Limited Liability Company (”LLC”) in Romania | Joint Stock Company in Romania |
The requirement for a minimum share capital value has been eliminated. | A minimum share capital value is required (i.e., 90.000 RON). |
The LLC may be legal incorporated with only one person, who will act in its capacity of sole shareholder. Moreover, the LLC may be formed by other companies and individuals. | Both on the incorporation time and after, it is necessary for the company to have at least 2 shareholders. |
The shares issued by the LLC may not represent negotiable securities. | Stocks instead may be freely sold, may represent negotiable securities and may be traded on the capital market. |
In the case of limited liability companies, the maximum number of shareholders is up to 50 | For joint stock companies there is no maximum number of shareholders required. |
The decision of the General Meeting of Shareholders shall be adopted in accordance with the provision of the articles of incorporation, and with the legal requirements. | The process of making decision by the General Meeting of Shareholders should fulfill some requirements within joint-stock companies (publication in the Official Gazette). |
Consider that a branch is in fact representatives here in Romania of the parent entity, there are specifics rules for its registration.
For branches there is no minum share capital required. Also, there is no need for a minimum number of shareholders and the transfer limits are not applicable, as only the parent company has the right to transfer its shares.
Contact us now via the e-mail address office@cristinatudor.ro and make sure that you choose the more suitable type of business for the activity you are going to perform.
Company incorporation. Set up a romanian company.
Trade Register formalities. Company registration in Romania
The necessary documents needed for a company registration in Romania vary depending on its specifics. The documents needed to set up a company are listed below:
Joint Stock Company Registration | Limited Liability Company Registration |
(i) registration form | (i) registration form |
(ii) Annex 1 re. fiscal registration | (ii) Annex 1 re. fiscal registration |
(iii) Annex 2 re. foreign investment | (iii) Annex 2 re. foreign investment |
(iv) The statement re. the authorization of the activities to be carried out by the company, signed by shareholders or directors or the statement re. that the company shall not operate its activity for a period of maximum 3 years | (iv) The statement re. the authorization of the activities to be carried out by the company, signed by shareholders or directors or the statement re. that the company shall not operate its activity for a period of maximum 3 years |
(v) the proof of corporate name availability | (v) the proof of corporate name availability |
(vi) Article of incorporation/ deed of association | (vi) Article of incorporation/ deed of association |
(vii) the proof regarding right to use the space where is located the registered office ( sale purchase agreement, lease agreement, property deed) | (vii) the proof of the right to use the space where is located the registered office ( sale purchase agreement, lease agreement, property deed) |
(viii) the founders and first directors statements, that they fulfill the legal requirements for holding this role | (viii) the founders and first directors statements, that they fulfill the legal requirements for holding this role |
(ix) the directors and shareholder's identity documents | (ix) the directors and shareholder's identity documents |
(x) the statement of the foreign citizen, in his capacity of director of the company, re. the fiscally registration | (x) the statement of the foreign citizen, in his capacity of director of the company, re. the fiscally registration |
(xi) the statement regarding the ultimate beneficial owner | (xi) the statement regarding the ultimate beneficial owner |
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Change of the registered office/ headquarters. How you may change the office address.
The change of registered office into another county implies the registration of the company before the Trade Register of the new headquarters and deregistration of the company from the old one.
The specifics documents for this operations are listed below:
The change of registered office in another county | The change of the registered office in the same county |
(i) registration form | (i) registration form |
(ii) The statement re. the authorization of the activities to be carried out by the company, signed by shareholders or directors | (ii) The statement re. the authorization of the activities to be carried out by the company, signed by shareholders or directors |
(iii) the decision of the competent corporate body approving the change of headquarters | (iii) the decision of the competent corporate body approving the change of headquarters |
(iv) the proof regarding the right to use the space where is located the new registered office ( sale purchase agreement, lease agreement, property deed) | (iv) the proof regarding the right to use the space where is located the new registered office ( sale purchase agreement, lease agreement, property deed) |
(v) Article of Incorporation where is reflected the new headquarters | (v) Article of Incorporation where is reflected the new headquarters |
(vi) furthermore, it is necessary the proof of corporate name availability issued by the Trade Register located in the area of the new office |
How may change the main activity of a Romanian company?
In order to list before the Trade Registry the change of the companies activity, it is necessary to submit the following documents:
(i) the application form;
(ii) (the decision of the competent corporate body approving this modification (General Meeting of shareholders, Decision of the sole shareholder or approving the change of headquarters or the Decision of the Board of Directors);
(iii) Article of Incorporation where is reflected the new activity;
(iv) the statement re. the authorization of the activities performed by the company, signed by shareholders or directors.
In order to authorize the NACE codes and the activities carried out, it is necessary to submit the statement re. the authorization of the activities, in which the NACE codes are listed.
Share capital increase. Share capital reduction
Increase of share capital through cash contributions | Increase of share capital through equity in kind |
(i) registration form | (i) registration form |
(ii) decision of the competent corporate body approving the share capital increase | (ii) decision of the competent corporate body approving the share capital increase, reflecting the number of shares to be granted in exchange. |
(iii) the proof of share capital increase (bank account excerpt) | (iii) the assessment report |
(iv) article of incorporation consolidated | (iv) article of incorporation consolidated |
The reduction of share capital operates in two steps:
Thus, in the first one, it is necessary to submit before the Trade Registry only the Decision of the General Meeting of Shareholders approving the share capital reduction.
In the GMS Decision it is necessary to present the reasons for the reduction of the share capital, but also how it shall be performed.
After the registration of the above-mentioned, it is needed to be published in the Official Gazette, following that the share capital reduction shall be performed after the expiration of a period of 2 months, starting from the day of publication in the Official Gazette. In this time, the company creditors may initiate oppositions actions.
After the expiration of this term, the updated Articles of Incorporation shall be submitted to the Trade Register, including the new value of the share capital together with the proof regarding the publication of the GMS decision in the Official Gazette.
Transfer of shares in case Romanian Limited Liability Company. Transfer of shares in case of a Romanian Joint-Stock Company
Transfer of shares - Romanian Limited Liability Company | Transfer of shares - Romanian Joint-Stock Company |
(i) registration form | For joint stock companies, of principle, it is not mandatory to register at the Trade Registry the assignment of shares. |
(ii) decision of the competent corporate body approving the assignement | |
(iii) article of association consolidated | |
(iv) the identity documents for the new shareholders | |
(v) the new shareholder's statements, reflecting the legal requirements for holding this role | |
(vi) if the shares shall be transferred to a legal entity, it is necessary to present the documents attesting it | |
(vii) if the assignment shall be made to third parties, the statement attesting that the new shareholder is not tax registered in Romania | |
(viii) the statement regarding the ultimate beneficial owner | |
Unless otherwise is provided in the article of incorporation, transfer of shares to third parties is allowed only if it has been approved by the shareholders representing at least three quarters of the share capital.
If you have any questions or need legal advice regarding the transfer of shares, you can contact us by e-mail: office@cristinatudor.ro or by phone at (+40)766.706.561.
Change of the company director. The extension of the mandate
The extension of the director contract or of the other member of the board of directors is based on the decision of the General Meeting of Shareholders, together with the article of incorporation reflecting the new term.
In order to change the director or one member of the board of directors, the following documents shall be submitted:
decision of the competent corporate body;
article of incorporation updated;
the identity documents for the new directors;
the statement of the foreign citizen, in his capacity of director of the company re. the fiscally registration;
the new directors statements, that they fulfill the legal requirements;
the statement regarding the ultimate beneficial owner, if the case.
Secondary office registration (Working point incorporation)
In order to incorporate a secondary office (working point) the following documents are needed:
(i) The statement re. the authorization of the activities performed by the company, signed by shareholders or directors;
(ii) Decision of the competent corporate body approving the registration;
(iii) the proof regarding right to use the space where is located the secondary office ( sale purchase agreement, lease agreement, property deed).
Extension of the registered office. Extension of the secondary office (working point)
In order to extend the validity of the registered office/ secondary office, it is needed to submit the document certifying the extension of the right to use the space (i.e., the additional document to the lease agreement extending its duration and, by default, the validity of the registered office/ secondary office).
If you have any questions or need legal advice regarding the above-mentioned, you can contact us by e-mail: office@cristinatudor.ro or by phone at (+40)766.706.561.