Company Formation in Romania
Contributed by Darie & Manea Law Firm
06 April, 2020
The establishment of a company in Romania must follow certain steps, depending on the type of company chosen. Entrepreneurs can request the establishment of several types of companies in different cities of the country.
Among the first steps necessary to open a business in Romania is the preparation of a set of documents that must be submitted to the Trade Register in the city where the company will operate.
You also have the option of setting up the company online, with the help of our platform - LaRegistru.
Here are the main documents needed to start the specific procedures for setting up a company:
- Reservation of the company name;
- Constitution (authenticated by a lawyer);
- The fiscal record of each of the associates and / or administrators;
- The registered office, rental or sub-lease, joint venture, real estate lease, commodity contract, use, usufruct;
- The agreement of the association of owners or tenants, if it is required;
- Neighbors agreement (riverine or, more precisely, the vertical and horizontal ones with your space) - if this is required;
- Copy of Identity Card (C.I.) or Passport of associates and / or administrators;
- Signature sample of the administrator (s) of the company;
- Statements on the own responsibility of the associate (s) or the administrator (s) that can fulfill the respective quality, obligatory authenticated;
- Power of attorney;
- Proof of depositing the share capital (receipt or statement of account of the day) at a bank chosen by the company associates.
Our team will be at your disposal with all the details regarding the costs of setting up the company, the authorities able to issue the necessary documents and other aspects regarding this process!
Types of companies that can be established in Romania
An entrepreneur can set up one of the following types of company:
- authorized natural person or PFA;
- the individual enterprise or II;
- the limited liability company (SRL) and the limited liability company the beginner (SRL-D);
- the joint stock company or SA.
The documents required to set up a company depend, first of all, on the type of company selected. Once decided, the contractor will have to prepare a file that will contain all the documents mentioned above.
The incorporation documents of a company
This is the most important document that must be prepared when setting up a Romanian company. It must be written and signed by the associates, and then attached to the file with the rest of the documents necessary for the registration of the company in the Trade Register.
The constitutive document is necessary when setting up a limited liability company or a joint stock company. In the case of a PFA or II, a simple application issued by the Trade Register will have to be completed.
The Articles of Incorporation of a company must contain the following information:
- information about the company associations, including information regarding their nationality and domicile;
- information on the activity objects of the company, both the main and secondary ones;
- the name of the company (which was previously reserved) and the address that represents the registered office of the company;
- information regarding the paid-up share capital of the company, as well as the contribution of each associate;
- information about the administrator or administrators of the future company;
- information related to other corporate headquarters, the duration and dissolution of the company (where appropriate).
The Constitutive document of a company may contain other clauses established by the associates at the establishment.
Our specialists can write the documents necessary to set up all types of companies, but the authentication can be done by a notary. Using our company establishment services, you can also benefit from complete notary services for different types of documents required at the Trade Register.
Documents for the registered office of a company
To be considered a company with a Romanian residence, a company will need a registered office in the city where it will operate. Although this is an address that will be used by the authorities to send official documents, the registered office must be proved when registering the company with the Trade Register through one of the documents below:
- Contract of sale;
- real estate leasing contract;
- certificate of heir, in the case of inherited buildings.
Also, if the registered office is in a block of flats, the entrepreneur will have to obtain the consent of the neighbors and the owners association.
In case you need the headquarters, we can help you with specialized services. We can also help you obtain an EORI code for your company.
Other documents related to setting up a company
Although not an act of establishment of the company itself, the signature sample of the administrator(s) (where there are more) is the request of the Trade Register. It must also be legalized at a notary's office.
Another document that must be obtained when setting up a company in Romania is the bank account statement that proves the deposit of the share capital. It is issued on a day by the bank to which the amount representing the company's capital was deposited.
The managers of the company will also be required to submit statements on their own responsibility by which they assume the responsibility of fulfilling the qualities for which they were appointed.
Other documents, among which various applications are issued by the Trade Register.
Foreign businessmen who want to open companies in Romania and need help can count on us to complete all formalities before the authorities in the country, including for VAT registration.
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