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Company Formation in Romania

Starting a business in Romania, investing in Romania, expanding your business in Romania by establishing a subsidiary, all of these usually start with a Romanian company formation, either with mixed capital – if you have a romanian partner – or with foreign capital if you are going to own and run it yourself. This article provides a list of documents and steps needed to create a company in Romania.   

The most frequent company type created by foreign investors in Romania is the Limited Liability Company (S.R.L.), defined in our previous article investigating the types of companies and titled: “Business Establishment“.
The current article focuses in listing the needed papers and documents for creating a Limited Liability Company in Romania by a foreign individual or group of individuals. Slightly different rules apply if one or all the shareholders are foreign companies.

1. Company constitutive act – this is the document/contract by which the shareholders agree to establish the company, state the name and the social headquarters address of the company, the main field of activity and the secondary activities the company will perform, the social capital, the rules by which the company is managed and the decisions are made, the duration of the company and the way it will cease to exist, etc. This document should be in the end drafted in Romanian Language and filed with the local Trade Registry where the company will reside. It is advisable that the Constitutive Act should be drafted by an attorney as it must contain a whole series of elements required by the Romanian company law. The fields of activity must be according to the Romanian classification of activities (CAEN code).

2. Company name reservation certificate – it is mandatory and it can be obtained from the local Trade Registry office. Reserving a company name can be done either for the county where the social headquarters reside (duration for obtaining the certificate: 24 hours), or it can be done for the whole country, in this case the duration for issuing the certificate is 30 days.

3. Notary declarations:

  • Declaration stating that the shareholders and the administrator have no debts to other individuals, companies or to the state in Romania and no financial debts records, that they have no income from Romania and that they fulfill all the conditions required by the Romanian law to be shareholders or administrators in a Romanian company.
  • Declaration stating that the shareholders and the administrator have no criminal record and have not committed any crime.
  • Signature sample – for all the shareholders and the administrator, given in front of a notary public.
  • Declaration in which the administrator states that he/she has no other company in Romania in which he/she is unique administrator or shareholder.
  • Special procurement – for the attorney or person mandated to open the company in the name of the shareholders, to open the social capital account and to make the initial deposit.

4. Proof of social headquarters space and address. For opening a company in Romania, you need a Romanian address. Either you rent or buy a space for the headquarters or you make a contract with an attorney for temporary hosting the social headquarters to the law office address, you will need to provide the Trade Registry with a copy of the papers proving that the space and address exists and you have the right to use that space as social headquarters for your company.

5. Social capital account – prior to filing the documents with the Trade Registry, you need to open the future company’s account and deposit the social capital and attach a copy of the receipts to the Trade Registry file.

6. Taxes – there are a series of taxes required by the state or by notary public and translators that will have to be payed prior to filing the documents.

7. Administrator and shareholders passports photocopies.

8. Other steps and documents – company creation can be done either by having the administrator and shareholders present in Romania or it can be done at distance by using notary public in your country and then translating and legalizing all the papers here in Romania and using the services of an attorney by special procurement.  In any case, please be advised to reserve enough time between the moment you start the proceedings and the actual moment you want to start doing business. Also, please be advised that a series of other steps are to be made and authorizations to be obtained from authorities (according to your projected activity), including contracting services of an authorized accountant, in order for your newly created company to work legally and stay out of trouble.

Conclusions:
Company creation in Romania is quite a straightforward process and the regulations allow foreigners to create a company quite easy. However, there are numerous regulations after the company was created which should be taken into account. The above text provides you only with a snapshot of the main activities and documents needed to register a company in Romania according to the current regulations (september 1st 2007).
Please note that there are sub-steps to be accomplished and that regulations may change from time to time.
All the documents should be filed in Romanian language, either drafted directly in Romanian or by use of an authorized legal translator.
This article is intended to provide investors with a map of the important steps and is not to be interpreted as legal advice. For creating a company in Romania please use professional advice from a lawyer.

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