Romania Limited Company Incorporation

How to Incorporate a Limited Company / SRL in Romania

A Romanian SRL is a limited company broadly equivalent to the German GmbH of the French Sàrl. All company names must be approved and reserved by the Trade Register Office and this is typically done within a day. Words suggesting geographical locations are restricted and special approval is required to use the word ‘Romania’; this can take around 30 days. The name of your company can be in any language so long as it uses the Latin alphabet but it can not be deceptively similar to a company already trading in Romania and it must end with the suffix SRL.

We then present the Memorandum and Articles of Association of the company to the Trade Register, a Registration Certificate is issued; this contains a license of acknowledgement mentioning that all requirements for commercial activities are accomplished. The corporation starts its existence and has the right to carry on its actions from the date of its incorporation with the Trade Register.

The general time scale for a full incorporation is two weeks.

Formacompany has over 20 years of experience forming companies in Romania and across the world, and our staff will be available to offer advice and support through the entire incorporation process, from initially selecting a suitable company name through to finally commencing taxable activities.

What you need to set up a Limited Company/ SRL in Romania

To begin incorporation of your Romanian SRL we will require the following:

Your company name
The full name, date of birth, address and nationality of all directors
The full name and address of all shareholders.
The objects of the company, specifying the principal activity
The amount of capital and the number of shares subscribed to each member

Documents you are required to provide:

Proof of identity (passport, national identity card, photographic driving licence).
Proof of residential address (gas/electricity bill or credit/debit card bank statement dated within the last three months)

Registered Office

All SRLs must have a registered office where documents may be legally served on the company. The registered office must be a physical address in Romania; a suitable office is included in our Standard Company Formation Package.

Share Holders and Share Capital Requirements

The minimum registered capital of an SRL is 200 RON (approximately €50) and initial capital must be subscribed and paid in cash upon registration of the company.
The share capital must be divided into shares of equal value.
The minimum share value is 10 RON. Consequently, a 200 RON company can have only 20 shares, i.e. one share equals 5% of the share capital.
Share capital can be paid up using any currency.
At least one shareholder is required and a maximum of 50 shareholders is permitted.
Shares cannot be freely traded, making limited liability companies similar to what are known as private companies in other legal systems. Shares of these companies cannot be pledged as collateral for loans.

Ready Made Companies

We have shelf companies in Romania currently available, with a standard Memorandum and Articles designed to permit most general activities; making it possible to commence business at very short notice. Our ready made companies are in good standing, are not the subject of any insolvency proceedings and have not entered into any contracts or engaged in any business activities.

Services included in our incorporation Fee

Our Limited Liability incorporation fee covers all duties, taxes and professional fees including, but not limited to:

Reserving the company name at the Trade Register
Drafting the by-laws and Articles of Association
Drafting the affidavits
Appearance before the Trade Register judge for the incorporation
Preparation of Company Registration Forms
Drafting and signing the Memorandum and Articles of Association
Filing documents with The Trade Register office
Certificate of Incorporation
Obtain Certificate of Registration and VAT ID
Drafting the Power of Attorney required for the setup of the company
Bank account and representation at the bank for the procedure
Appointment of Directors
Minutes of Board Meeting
Share Certificates
All documents and certificates supplied in a professional folder
Delivery of documents by FedEx / DHL

What you receive after setting up your new business

Original Certificate of Incorporation
Original share certificates
Original government receipt as evidence of payment of annual company registration and license fees

5 Advantages of Registering a Limited Company/ SRL in Romania

A Romanian SRL requires only a single director. There is no restriction on nationality or residency and corporate directors are permitted.
100% foreign ownership of a Romanian SRL is permitted. Only one shareholder is required and there are no restrictions on residency or nationality. Whilst a shareholder register must be filed with the Trade Register, if you require a greater degree of confidentiality for the company’s beneficial owners, nominee shareholders are permitted and we can provide this service for you.
A Limited Liability Company gives a greater degree of business credibility. Operating your business as a limited company is more credible and prestigious than operating as a sole trader. Furthermore, the company’s name is protected and incorporation protects the name from use by another limited company.
A Limited Liability Company limits the risk to which all stakeholders are exposed. Trading as a Limited Liability Company limits the risk to which all stakeholders are exposed. A limited company is a legal form of a business organisation, which is classed as an entity that is separate and distinct from the individuals who run it; for sole traders and for people in partnerships, the individuals’ personal assets are at risk if there is a claim against the organisation but shareholders in a limited liability company are only liable to lose the value of the share capital to which they subscribe.
A Limited Liability Company has a less brittle management structure. The company can continue to trade despite the death, resignation or bankruptcy of members. The appointment, retirement or removal of a director is straightforward.

Important Information about Incorporating a Limited Company/ SRL in Romania

- A Register of Directors and a Register of Shareholders must be filed with the Trade Register; both will be available for public inspection.
- All SRLs, if registered in Romania, are considered as resident in Romania for tax and currency purposes and must comply with statutory requirements for book and record keeping as detailed in the Accounting Law of 2005. If a limited liability company has more than 15 shareholders, it is obliged to appoint company censors.
- An SRL is allowed to have a single shareholder but that sole shareholder is not allowed to own 100% shares in two Romanian companies, only one.
- Decisions are made by majority vote in the General Meeting of the Shareholders (1 share = 1 vote). Decisions involving changes in the constitutive documents must be agreed by all shareholders if these documents do not state otherwise. One or more Directors must be appointed in the constitutive documents or by the General Meeting and will be put in charge of the management of the company.
- Limited Liability Companies are not permitted to:
  - Undertake banking or insurance activities or any other activity that might suggest an association with same, without a licence.
  - Undertake investment business other than the investment of the company’s own assets without a licence.
  - Neither solicits funds from the public nor offer their shares or membership to the public without a licence.