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Documents required to establish a company (SRL/LLC) in Romania

The SRL which is the Romanian abbreviation for Limited Liability Company, is the most popular type of Romanian company, and it represents the most common approach to start doing business in our country.

The Romanian SRL is govern by the Law 31/1990, and the main feature is obviously that the liabilities of social debts are limited to contributions to subscribed and paid shares.

Until recently, the minimum value of the share capital for registering a SRL as type of 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.

Opening a SRL in Romania doesn’t mean any maximum period of existence, and the company can be set up with a sole shareholder.

Below our team has gathered the most frequent questions we receive from interested parties in opening a SRL company in Romania:

  • Legal personality of a SRL in Romania and governing documents – the SRL has a legal personality, and the company is governed by its article of association.
  • Requirements in setting up a SRL in Romania – minimum 1 shareholder and maximum 50. There are no limitations regarding the nationality and residence of shareholders and/or directors.
  • Documents required for set up of a Romanian LLC – the documentation is dependent on the type of structure required, type and number of shareholders, but the mandatory ones required will be Identity cards, POA, Signature specimen.
  • Opening a SRL without visiting Romania – that is possible, and no you don’t have to visit our country for opening a company. Our team will draft all the required documents and will guide you through the entire process for potential notarization and apostilles required
  • Setting up bank accounts in Romania – our team can support you with this process and the service is included in our company formation proposal. Your presence will be required for the formalities at a Romanian branch of any international bank. Also, our team can recommend for you SRL some alternative platforms from various Fintech, next to traditional banking institutions.
  • Registered office in Romania – yes this is a service included in our company formation package. For more details, please read the virtual office section.
  • Accounting services – our company is established as a one stop shop and we have over 14 years experience in the fields of accounting and tax in Romanian and internationally. The main difference that our company is offering refers to services under the same roof and not through affiliates, alongside with the international experience of our managing partners who developed their professional expertise in jurisdictions like Singapore or Amsterdam.
  • Small companies with 1.000.000-euro total incomes – A newly established Romanian legal entity is obliged to pay income tax to micro-enterprises starting with the first fiscal year, if the conditions provided below are met at the date of registration in the Trade Register.
    • realized incomes that did not exceed the equivalent in RON of the amount of one million euros (4,869,400 lei);
    • the share capital is owned by persons other than the state and the administrative-territorial units;
    • it is not in dissolution, followed by liquidation, registered at the Trade Register or in the courts.

      A micro-enterprise is a Romanian legal entity that fulfills, cumulatively, on December 31 of the fiscal year 2020, the following conditions of the Fiscal Code:

  • The micro tax has two different tax rates, the application of which depends on the existence of employees. A company with at least one employee applies a 1% rate, and one without employees applies a 3% rate, according to the Fiscal Code. If the number of employees changes, the company must also change the tax rate it applies (the conditions are more permissive, so the change is not required immediately).

  • The taxable base of the micro tax consists of income from any source, from which, however, certain income is deducted, such as those related to the costs of product stocks, those from the production of tangible and intangible assets and those from exchange rate differences.

    • Are there any restrictions about for business activities – certain NACE codes require additional authorizations, and please see below some examples:
    • Gambling activities 
    • Banking and financial institutions
    • Insurance
    • Private pensions funds
    • Sports clubs
    • Can your company support with company formation (SRL) in Romania, in other city then Timisoara – yes, our team can assist you with this process in all Romanian major cities, and we have 2 team members based in Bucharest. Timisoara, remains the first recommendation and with transparency we will highlight the advantages of doing business in Romania from the West part of the country.