#1. Documents required to establish LLCs in Romania
The document by which a limited liability company is established in Romania is called “act constitutiv” (articles of incorporation) and is unique.
This type of company can also be based on a social contract and a “statut” (memorandum), or just a “statut” (memorandum) if there is a sole shareholder.
The main details to be mentioned in the articles of incorporation are:
- the personal information of the shareholders;
- the name of the company and the registered office;
- the share capital;
- the main field of activity and main activity developed by the company;
- the secondary business activities and other specific aspects related to shareholders.
#2. Information regarding the shareholders of Romanian limited liability companies
The legal regulations on the establishment of a Romanian company allow a sole shareholder to set up a limited liability company.
The law prohibits this shareholder from being a sole shareholder in other limited liability company, and a company may be established by a maximum of 50 shareholders.
Within a limited liability company, shareholders are liable to the extent of their contribution to the subscribed and paid-up share capital, and the social obligations are guaranteed by the company’s assets.
Each shareholder has the right to participate in the General Shareholders Meeting, but also the obligation to perform the duties and responsibilities corresponding to the quality of a shareholder.
#3. Restrictions or prohibitions regarding the person who may set up an LLC in Romania
Persons who are prohibited to set up an LLC in Romania include persons who have been convicted of fraudulent management, fraud, embezzlement, bribery or other illegal activities referred to in Law 31/1990.
#4. Minimum required share capital to set up an LLC
In a limited liability company set up in Romania (SRL), the share capital cannot be less than 200 lei, equivalent to approximately 45 Euros, and, at the moment of registration of the company with the Trade Register, the shareholders must have deposited this amount.
In order to set up an LLC in Romania, shareholders may establish another share capital depending on their business. If there is a minimum amount set from the beginning, the limited liability company may increase that share capital.
#5. Information on selecting a name for a limited liability company in Romania
All companies must opt for a name that must be unique.
No company has the right to use the name of a public authority or public institution.
At the same time, the selected name must not be the same or similar to an existing company.
#6. Company registered office
In order to establish a Romanian LLC, the existence of a registered office must be documented, for example, with certified copies of the property right.
If you own a personal property and you want to turn it into a registered office so that you can then set up a Romanian LLC, you must submit certified copies of the deed. Whether you own this property or are just a tenant, you will still need the approval of the owners’ association or the tenants’ association.
A service frequently chosen by our clients is the “virtual office”, i.e., the hosting of your company’s office by our office. This avoids any additional formality related to the establishment of a registered office, which allows for the establishment of the company in the shortest possible time.
#7. Information and documents needed to set up an LLC in Romania
In order to establish an LLC in Romania, the following documents and information are required:
- shareholder’s personal information: full name, place and date of birth, address and citizenship;
- designation of the company’s directors responsible for its management, natural or legal persons;
- name of the company and registered office;
- the nature of the work to be carried out by the company, specifying the main and secondary business activities;
- data on the percentage of profit and loss for each shareholder;
- the information on the subscribed and paid-up share capital of each shareholder, the number and nominal value of the shares, the number of shares held by each shareholder.
Each business has its peculiarities.
That’s why we are here to assist you so you don’t have to worry about legal and fiscal issues, allowing you to focus completely on your entrepreneurial ideas and strategies, saving time and money.
Our team of experienced lawyers and consultants is ready to help you set up and / or develop your business in Romania.