Steps to establish a company in Romania
I. Reservation of the company's name (ordinarily this takes 1 day)
II. Preparing all needed documents for incorporation
III. Renting an office
IV. Open a bank account (takes 1 day) and depositing the initial capital
V. Registration at the registration court (takes 5-7 days)
VI. Tax registration and creating a company stamp.
Legal aspects of the limited liability company
1. Name of the company
a. The first step is to reserve the name of the future Romanian company.
b. The name reservation is done at the Registry of Commerce and takes 1 day.
c. The name may not contain certain words or geographical indications. Some words are also subject to approval from the Government or local councils.
d. The word 밨omania?is subject to approval from the Government and the procedure takes around 30 days. In order to get this name the major shareholder of the Romanian company has to be a company with the same name as the Romanian company. Once obtained, the company name with the word 밨omania?in it can be used only in conjunction with the approved shareholder.
e. The name of the company is the starting point from which all subsequent documents will be prepared.
2. Registered address
a. All Romanian companies have to have a registered address.
b. The registered address is the official mailing address of the company and the location where the authorities can send official letters and claims, as well as where control of the tax filings is done (if it is the case).
c. The registered address has to be a physical actual address, no POBOX address is allowed.
d. The registered address is proven with a lease contract or a free-lease contract. To the contract there shall be added the copy of the property title of the landlord (contract, court decision or other ownership title). If the property is situated in a multiple owner building, the approval of all owners or the owner's association is required as well as a plan (cadastral drawing). The property title must also have been registered with the land registry.
3. Initial capital
a. The company has to have an authorised initial capital.
b. As per Romanian law the share capital has to be fully paid before starting operations.
c. The initial capital has to be subscribed and paid in cash. Contributions in kind are allowed, but only to accompany the contribution in cash.
d. The minimum share capital is 200 RON (1 EUR=3.5 RON).
e. The share capital has to be paid into a Romanian bank account.
f. The share capital is divided into shares of equal value. No premiums can be granted to the shareholders.
g. The nominal value of a share cannot be lower than 10 RON. So, a company with a share capital of RON 200 can have only 20 shares, that is 1 share equals 5% of the share capital. (In joint stock companies 1 share is minimum 0.1 RON.)
h. Shares cannot be divided.
4. The shareholders
The company should have at least one shareholder.
a. One person cannot have more than one company in which that person holds 100% of the shares.
b. The shareholder/s can be all non-Romanians i.e. need not include Romanians.
c. The shareholder/s can be individuals or companies.
5. The directors (administrators)
a. The company should have at least one director.
b. The director/s can be all non-Romanians.
c. If the director/s are individuals they have to provide a copy of their passport and home address.
List of documents needed
1. Rental agreement for the registered address.
2. Approval of the depositing of the Share capital in a Romanian bank.
3. Documents related to the shareholder (legal person):
- articles of association;
- certified copies of the registration certificate;
- certified copies of their constitutive document;
- a bank letter from the bank in that country stating that the company has been banking in good conditions;
- a shareholder decision or a board decision which will:
i. open a company in Romania;
ii. a certain person will be appointed to sign the constitutive document of the Romanian company;
iii. a certain person will be appointed to open a bank account for the share capital to be transferred in Romania;
iv. a certain person will be appointed to rent an office space for the registered address;
v. appoint the scope of business activities;
- articles of association of the new company,
- a statement will be made that the shareholder does not have convictions in Romania and that it meets the requirements of the Romanian law to become a (sole) shareholder and the new company is the only Romanian company, in which the shareholder holds a 100% interest, such statement to be made in front of a notary,
- a statement of the representative of the foreign company, in which he/she states that the foreign company does not have debts to Romanian state - in front of the notary.
4. Documents related to each director:
- copy of the ID of the director/s plus their home address,
- a statement that he/she meets the requirements of the Romanian law to become a director since he/she does not have criminal record,
- a specimen of his/her signature ?in front of the notary,
- a statement that he/she does not have the residence in Romania and does not have debts to the Romanian state - in front of the notary.