What is Company Registration in Romania?

Romania is one of Europe’s fastest growing economies. It is considered as Europe’s most promising locations for investors who are wishing to set up a new company in Romania as now it is a full member of the EU, and with GDP moving ahead briskly at more than 5% annually.

In Romania, company incorporation process requires multiple mandatory procedures which can further determine the overall practicality of the business itself. Under company incorporation procedure, all legal steps relates to regulations indicated by the Romanian legal system. On every stage of the company creation mechanism with the professional assistance, it guarantees positive results and financial security.

Romanian or foreign investors are equally treated according to the Romanian law. In Romania, they get benefits from the same opportunities for setting up business operations.

These types of entities operate as independent bodies and they are distinct from the legal units of their shareholders or partners.

In case of Limited Liability Company (SRL), Foreign Corporation can be sole shareholder and in case of Joint Stock Company (SL), foreign company can be shareholder with at least one other shareholder which can be either a legal entity or private person.

In Romania, business entity must be incorporated with the National Trade Register Office organized by the Romanian Chamber of Commerce and Industry. In Romania, National Trade Register Office is mandated to maintain statistical information on business activities.

The starting moment of its legal existence is from the date of incorporation.

COMMON TYPES OF COMPANY

In Romania, here are the following most popular forms of company incorporation:

Limited Liability Company (SRL)
Joint Stock Company (SA)

Limited Liability Company (SRL)

In Romania, this is the most popular form for both local and foreign investors to carry out business activities. Here are the following reasons:

Low reporting &administrative requirements;
Greater flexibility in comparison to other types of companies;
Low initial capital requirements;
The requirement of minimum registered capital is about 60 EURO;
In this type of company, maximum number of shareholders, natural or legal persons is 50;
It is managed by one or more administrators who may have full or limited power;
Shareholders nationality may be Romanian or foreign.

Joint Stock Company (SA)

In Romania, number of joint stock companies (SA) is growing.

The requirement of minimum registered capital is 25,000 EUR out of which 30% has to be paid up.
After the completion of all the steps of company formation in Romania, subscribed share capital must be fully paid within 12 months.
In case company is involved in banking or insurance, SA format is mandatory.
To oversee financial reporting three ‘censors’ are also required.
The Joint Stock Company must have 2 or more shareholders

OTHER TYPES OF COMPANY

Following are the other main forms of Romanian company formation:

Partnership
Branch
Representative Office

COMPANY INCORPORATION

In Romania, under company incorporation process, for SRL there should have at least one shareholder whereas two shareholders in case of SA.
The name of the company and the main activity is decided by customer, in order to reserve the name with the Trade Register Office. Under the company formation procedure, name reservation is done with the Trade Registrar Office and usually this procedure is completed within one working day. For name reservation the appellation must not include certain words or geographical suggestions. Under this there are some words which are subject to approval from the Government or local councils.

In order to include the word "Romania" in company name one need to obtain permission from the Government and this procedure takes around 30 days.

To set up business in Romania, company requires registered address which must be the official postal address of the company. It shall be the place where the authorities can send official letters and claims, serving as well for tax control procedures. At the registered office of the business, all financial and fiscal documents must be archived.
The incorporation process is almost identical for limited liability companies (S.R.L.) and joint stock companies (S.A.). Firstly all necessary documents must be prepared, agreed and signed by the investors. Articles of incorporation are a sole document containing all details required by law.

CERTIFICATE OF INCORPORATION

Company is registered with the Trade Register by issuance of a Registration Certificate. Under this, Registration code is provided valid for both the Trade Register and the tax authorities. Registration Certificate contains a license of acknowledgement mentioning that all requirements for commercial activities are accomplished.

Company comes into existence from the date of its registration with the Trade Register.