Company Formation In Romania

Romania is considered one of Europe’s best fiscal environments to set up a company. Advice Accounting team has over 14-year experience in assisting foreign individuals and companies to open a company in Romania, assisting from the very initial phase and requirements for doing business in Romania, to company formation, VAT number registration and a team of specialized accountants.

Opening a company in Romania requires certain steps, that we will walk you through below in a nutshell, and for more details and tailored consultancy about doing business in our country, you can anytime contact our team of specialists:

The document by which a limited liability company is set up 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 for company formation 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 new set up company;
• the secondary business activities and other specific aspects related to shareholders.

The latest legal regulations for opening a Romanian company (SRL) allows a sole shareholder to set up more than one limited liability companies.

Within a limited liability company (SRL) incorporated in Romania, 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

Until recently, the minimum value of the share capital for registering a company was RON 200. With the entry into force of Law 223/2020 on November 2, 2020, this requirement has been eliminated.

However, since according to the company law the share capital of a company is divided into equal shares, for opening a company it cannot be less than 1 RON. Thus, an LLC (Romanian SRL) with a sole shareholder must have a minimum share capital of 1 RON (in this case the sole shareholder will have a single share in the amount of 1 RON).

In the case of an LLC (Romanian SRL) with two founding shareholders, the contribution to the share capital must be at least 2 RON (2 shares, each of 1 RON) and so on.

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.

To establish a SRL 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 new set up company in Romania and registered office;
• the nature of the work to be carried out by the company (SRL Romania), 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.