Romanian Company Registration – How does it work?

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The companies are enlisted with the company register Romania and they are assigned a trade register number and a tax identification number/code (“CIF/CUI”).

The process of registering a company in Romania strongly involves the Trade Register Office intervention in order to guarantee a solid legal background for any business initiative.

1. Company Name

The future shareholder(s) decide(s) the name of the company, the legal form of organization (S.A., S.R.L.) and the main field of activity in order to reserve the name with the Romanian Trade Register Office. It is also important to know that the name reservation is done in the Trade Register Office and this procedure is usually completed within one working day.

Before registration, the name of the company is checked in order to be sure that the denomination is available or not. Even if the company name is available, there should be suggested three different variants, in order of preference. The denomination must not include certain words or geographical suggestions. Some words are also subject to approval from the Government or local councils.

In order register a Romanian company, individuals should know that for including the word “Romania” in your company name you need to get permission from the Government; this procedure takes about 30 days. The main condition to obtain this name is the following: the major shareholder of the Romanian company has to be a company with the same name like the Romanian company.

2. Registered Office – Essential for registering a Romanian Company

In order to set up a company in Romania the company needs a registered address which must be the official postal address of the company and the place where the authorities can send official letters and claims, serving as well for tax control procedures. All financial and fiscal documents, registers, company papers etc. must be archived at the registered office of the business. The registered address used for the Romania company incorporation procedures must be an up-dated address, no P.O. BOX address is permitted.

The registered address is proven with a lease agreement, property title or a bailment agreement. For all individuals who intend to start a company in Romania it is important to know that if the property is situated in a block of flats the approval of all owners or owner's association is required. A good solution for having a registered headquarters is having an agreement with a law firm, that can keep “virtual offices” for companies in their place of business.

3. Articles of Incorporation and statements (affidavits) of the shareholders and directors

The registration process necessary to set up a Romanian company is almost identical for limited liability companies (S.R.L.) and joint stock companies (S.A.). First of all, some extremely important documents must be prepared, agreed and signed by the investors. We mention here the Articles of Incorporation which is a sole document containing all details required by law, namely: identification of partners, name and registered office, the company’s share capital, the duration of the company, the share of each shareholder of the company for losses and benefits, how the dissolution and liquidation of the company will take place etc.

The Romanian company incorporation process implies that each business organization should have at least one shareholder for the SRL and two shareholders for SA. One person cannot have more than one company in which he/she holds 100% of the shares. The shareholders can be all non-Romanians. The shareholders can be individuals or companies.

Statements (affidavits) of the shareholders and directors stating that they fulfill the conditions set out by the Romanian legislation in force in order to hold and exercise the quality of shareholder and/or director within the company are also necessary.

4. Share Capital

The subscribed capital must be paid upon registration of the company. The initial capital must be subscribed and paid in cash. The law allows in-kind contribution, but cash contribution is compulsory for any type of business organization. The minimum share capital is 200 RON (approximately 45 EUR) for a limited liability company (SRL) and 90.000 RON (approximately 19.500 EUR) for a joint stock company (SA).

The share capital is divided into shares of equal value. One share cannot be less than 10 RON, consequently, a 200 RON company can have only 20 shares, which means that 1 share equals 5% of the share capital. In joint stock companies 1 share is minimum 0.1 RON. Shares cannot be divided.

5. Certificate of Incorporation

In the end, the company is registered with the Romanian Trade Register Office by issuance of a Registration Certificate. This provides a Unique Registration Code (CUI) valid for both the Trade Register and the tax authorities.

The company comes into existence and it is entitled to conduct its activities from the date of its registration with the Trade Register. When a company develops business relationships with another one, it has the chance to verify online the solvency ratio and the legal status of the company in question. Among details that can be inspected include the last-seven-years payment incidents with promissory notes and cheques,
the judicial review of the company, financial data and liabilities.

Companies request registration with the Romanian Trade Register Office from the county where they have established the registered office. The Trade Register Office must issue upon request copies of certificates concerning registrations operated and other adjacent papers, as well as documents regarding the confirmation of company details. These papers and copies can also be received by e-mail.

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