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  • Tudor Cristina

How to invest in Romania. Guidelines for corporate formalities

Actualizată în: 19 oct. 2022


Find out the necessary steps for setting up a company and the incorporation procedure before the Romanian Trade Registry, but also which are the subsequent formalities that must be completed for the proper conduct of your business.


Even if you want to consolidate a agricultural company or a energy one, or you maybe choose to carry out product distribution activities, it all starts with a company.


In this article you will find out what are the formalities necessary for: (i) registering a Romanian company, (ii) modifying the registered office, or (iii) how you may change the main activities but also (iv) what documents are needed to extend the director mandate or how you may replace him.


Furthermore, if you do not identify which organization form of activity to choose or which one is more suitable with the specifics of the activity you are going to carry out, read this article.


 

Summary:

  • What is a Romanian company? What do you mean by a company?

  • What are the Romanian types of company? What should I choose?

  • Limited Liability Company or Joint-Stock Company?

  • Firm foundation. Set up a romanian company. Trade Registry formalities.

  • Necessary documents for a Joint Stock Company foundation. Necessary documents for a Limited Liability Company foundation. Company registration in Romania.

  • Change of registered office/ headquarters. How may change the office address?

  • How may change the main object of activity in a Romanian company?

  • NACE codes authorization

  • Share capital increase. Share capital reduction

  • Assignment of shares in case of a Romanian Limited Liability Company.

  • Assignment of stocks in case of a Romanian Joint-Stock Company

  • Extension of the director mandate or of the other management board members

  • Change of the company 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?


A Romanian company is a legal entity formed by a group of other companies or individuals in order to operate a business and fulfill a common purpose.


The companies are set up in order to carry out profitable activities.


Types of Romanian Companies


Are you intending to start your own business and you do not know which is the best way to carry out your business?


Contact us now via e-mail address office@cristinatudor.ro and make sure you have chosen the more suitable type of company for the activity you are going to carry out.


The main Romanian companies are most often the following ones:

(i) a Joint Stock Company or

(ii) a Limited Liability Company


Furthermore, another form activity, throughout you may organize your own business is the registration of an Authorized Individual, known in the Romanian common language as ”PFA”.


The authorization and operation of the Romanian companies are regulated by Law 31/1990.


A Limited Liability Company or A Joint Stock Company?


Each one are regulated by different rules of operation and authorization, as follows:


​Limited Liability Company (”LLC”) in Romania

​Joint Stock Company in Romania

​The rule regarding 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 have the quality of sole shareholder. Moreover, the LLC may be formed by other companies and individuals

Both on the date of incorporation and after this time, it is necessary for the company to have at least 2 shareholders.

​The shares issued by the LLC may not represent negotiable securities.

​The issued stocks may be sold freely, may represent negotiable securities and may be traded on the capital market

LLC may be formed by maximum 50 shareholders

​It is not required a maximum number of shareholders

​The decision of the General Meeting of Shareholders shall be adopted in accordance with the provision of the articles of association, and in its absence, in accordance with the legal provision.

​Decisions of the General Meeting of Shareholders shall be adopted only after certain formalities (i.e., the meeting notice shall be published in the Official Gazette, the General Meeting shall be adopted within a certain term from the date of publication)

Contact us now via the e-mail address office@cristinatudor.ro and make sure that you have chosen the more suitable type of company for the activity you are going to carry out.


Firm foundation. Set up a romanian company.

Trade Registry formalities. Company registration in Romania


The necessary documents for a company registration in Romania vary depending on its specifics. An indicative list of the documents needed to set up a company can be found here.

​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) proof of capital payment (deposit)

​(viii) the founders and first directors statements, that they fulfill the legal requirements for holding this role

​(ix) the founders and first directors statements, that they fulfill the legal requirements for holding this role

​​(ix) the directors and shareholder's identity documents



​(x) 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

​(xi) 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

​(xii) the statement regarding the ultimate beneficial owner

  • Change of registered office/ headquarters. How may change the office address?


The change of registered office into another county implies the registration of the company at the Trade Registry of the new headquarters and deregistration of the company from the trade register of the previous headquarters.


The specifics documents for this operations are, as follows:



​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) the decision of the competent corporate body approving the change of headquarters with the new headquarters

​​(v) Article of Associations consolidated with the new headquarters

​(vi) the permit issued by the owners' association regarding the change of the building`s destination

​​(vi) the permit issued by the owners' association regarding the change of the building`s destination

​(vii) furthermore, it is necessary the proof of corporate name availability at the new Trade Registry

  • How may change the main object of activity in a Romanian company?


In order to register in the Trade Registry the change of the companies activity`s objects, 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 Associations consolidated with the new object of activity;

(iv)​ the statement re. the authorization of the activities to be carried out by the company, signed by shareholders or directors.


In order to authorize the NACE codes and the activities carried out, it is necessary to register the statement re. the authorization of the activities, signed by the associates or administrators, in which the NACE codes related to the activities to be carried out will be 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, mentioning the number of shares to be granted in exchange for the in kind equity.

​(iii) the proof of share capital increase (bank account excerpt)

​(iii) the good assessment report

​(iv) article of association consolidated

​(iv) article of association consolidated

The reduction of share capital operates in two stages:


Thus, in the first stage, it is necessary to submit to the Trade Registry only the Decision of the General Meeting of Shareholders approving the share capital reduction. Once the abovementioned Decision has been approved and registered, the first step is finalised.


In the GMS Decision it is necessary to present the reasons for the reduction of the share capital, but also the way in which it shall be performed.


After the registration of the GMS decision regarding the reduction of the share capital in the Trade Register, it will 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 Association 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, the declaration on the beneficial owner and the application for registration.


 
  • Assignment of shares in case of a Romanian Limited Liability Company. Assignment of stocks in case of a Romanian Joint-Stock Company


​Assignment of shares in case of a Romanian Limited Liability Company

Assignment of stocks in case of a 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, that they fulfill 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 the successor quality

​(vii) if the assignment shall be made to outsiders, the statement attesting that the new shareholder is not fiscally registered in Romania

​(viii) the statement regarding the ultimate beneficial owner

Unless otherwise is provided in the article of association, transfer of shares to other persons outside the company is permitted 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 (+4)0766.706.561.



 
  • Change of the company director. The extension of the administrator's term of office

The extension of the term of office of the director or of the member of the board of directors is based on the decision of the General Meeting of Shareholders, together with the article of association updated with the duration of the new term, if applicable.


In order to change the director, one or more members of the board of directors, the following documents shall be submitted:

  • decision of the competent corporate body;

  • article of association consolidated;

  • ​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 director s statements, that they fulfill the legal requirements for holding this role;

  • ​the statement regarding the ultimate beneficial owner, if the case.


 
  • Secondary office registration (Working point incorporation)

In order to register a secondary office (working point) you shall submit the following documents:

(i) The statement re. the authorization of the activities to be carried out 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 validity. Extension of the secondary office (working point) validity

In order to extend the validity of the registered office/ secondary office, it shall be necessary to submit the document certifying the extension of the right to use the space the space (i.e., the additional document to the lease or loan 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 abovementioned extension, you can contact us by e-mail: office@cristinatudor.ro or by phone at (+4)0766.706.561.





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