Setting Up a Business in Romania: A Short and Clear Guide

Introduction:

Are you considering establishing a business in Romania? Which business form is more suitable for you?

This guide outlines the essential steps for setting up a company and the incorporation process before the Romanian Trade Register. Additionally, we'll define the most commonly used types of business structures in Romania.

What is a Romanian Company?

A Romanian company or firm is a legal entity formed by individuals or other entities, with the focus of pursuing common goals, typically concentered around profitable activities. These entities are often referred to as commercial companies, firms or corporations.

Common Business Forms in Romania. Set up a company in Romania

When starting a business in Romania, it's essential to select the suitable business structure.

The most commonly used types of businesses in Romania are:

1. Limited Liability Company (LLC)

2. Joint-Stock Company

3. Branches

4. Authorized Person (PFA)

Each of these business structures is subject to different functional rules and authorization requirements.

Limited Liability Company (LLC) in Romania:

• No Minimum share capital required.

• May be incorporated by a single person or multiple entities.

• Maximum 50 shareholders.

Joint Stock Company in Romania:

• Requires a minimum share capital (i.e.,90,000 RON).

• Need to have at least 2 shareholders.

• Shares are negotiable securities.

Branches in Romania. Set up a branch in Romania:

• No minimum share capital required.

• No minimum number of shareholders.

• Specific rules apply for branch registration.

Company Registration in Romania:

The required documentation for company registration in Romania differ depending on the type of each company:

For Limited Liability Company Registration:

1. Registration form

2. Standard form re. fiscal registration

3. Standard form re. foreign investment

4. Statement re. the authorization for company activities

5. Proof of corporate name availability

6. Articles of incorporation or deed of association

7. Proof of right to use the registered office space

8. Statements issued by the founders and directors confirming they meet legal requirements

9. Identification documents for directors and shareholders

10. Statement for foreign directors regarding fiscal registration

11. The ultimate beneficial owner statement

For Joint Stock Company Registration:

• Similar documents as above with specific details for LLCs.

Change of Registered Office/Headquarters/corporate seat:

Changing the registered office location within or outside a county requires specific documents, including a registration form, authorization statement, corporate body decision, and proof of the right to use the new space.

Changing the Main Activity:

To change a company's main activity, you need to submit before the Trade Register the following documents:

• Application form

• Decision of the competent corporate body approving the change

• Articles of incorporation reflecting the new activity

• Statement of authorization for the new activities

NACE Codes Authorization:

Need to submit a statement listing NACE codes for authorized activities that will be performed by the company.

Share Capital Increase/Reduction:

Depending on the type of increase or reduction, specific documents and approvals are needed.

Transfer of Shares:

For both Limited Liability is needed to submit registration forms, corporate body decisions, articles of association, identification documents, and related statements.

Change of the Company Director:

Changing the director or other board members requires the following deeds: corporate body decisions, updated articles of incorporation, identification documents, fiscal registration statements, and ultimate beneficial owner statement.

Secondary Office Registration (Working Point):

Incorporating a secondary office involves documents like an authorization statement, corporate body decision, and proof of the right to use the space.

Extension of Registered Office/Secondary Office:

Extend the validity of the registered office or secondary office by providing documents certifying the extension the right to use the space.

For legal advice or further information on any of these topics, please feel free to contact us at office@cristinatudor.ro or by phone at (+40)766.706.561.