Romania Company Formations

Romania Company Incorporation

A limited liability company is a company formed by no more than 50 shareholders. The registered share capital of a limited liability company cannot be less than 200 RON (Romanian LEU). The registered share capital of a limited liability company is normally divided into shares with a registered value of not less than 10 RON. Shares cannot be freely traded, making limited liability companies similar to what are known as private companies in other countries.

The Articles of Incorporation of the limited liability company will include:

  • the full name, place and date of birth, domicile and citizenship of directors;
  • the name, registered office and nationality of the shareholder, if a legal person;
  • the objects of the company;
  • the subscribed and paid in registered capital; the number and nominal value of shares as well as the number of shares subscribed to each shareholder;
  • the share of profits and loses for each shareholder;
  • the duration of the company;
  • the methods of dissolution and liquidation of the company.

Decisions are made by majority vote in the General Meeting of the Shareholders (1 share = 1 vote). Decisions involving changes in the constitutive documents must be agreed by all shareholders if these documents do not state otherwise.

Limited liability companies may also be formed by a sole shareholder.

The majority of companies registered in Romania, whether domestic or foreign-owned, are limited liability companies. A limited liability company is known as a SRL Societate cu raspundere limitata and incorporated according to the Romanian Law 31/90.

Registration of Commercial Companies

The institution that handles company registration in Romania is the National Office of the Trade Register.

Within 15 days from the date of authentication of the Articles of Incorporation, the founders or the administrators of the company will request the incorporation of the company in the Commercial Register in the area where the head office of the company will be located.

The incorporation application shall be accompanied by:

  • the Articles of the Incorporation of the company;
  • the proof of the transfer of the money according to the Articles of Incorporation;
  • the documents concerning the ownership over the distribution in kind;
  • the documents attesting the operations concluded in the company’s account and approved by the partners;
  • the statement on their own responsibility of the founders, administrators and auditors showing that they fulfil the conditions stipulated by the Law No/.31/1990, republished;
  • the self responsibility statements on the fact that the legal conditions for functioning are known and complied (standardized statements)

The judiciary, through a delegated judge, exercises the control over the legality of the documents and of the deeds which, according to the law, are going to be registered with the trade register, including the request for registration of the companies.

In cases where the legal requirements are fulfilled, the delegated judge shall authorize, by way of decision, the setting up of the company and will order its incorporation with the trade register.

The registration period provided by the law for registering companies is 3 days from the day the request has been submitted. In the same period the trade register office issues the registration certificate containing the unique registration code.

Romania Company Formations

  • Directors - only one director, of any nationality, is necessary for your Srl company
  • Shareholders - only one shareholder, of any nationality, is required
  • Share Capital - the minimum share capital requirement is 200 RON/€50
  • Support - using our 20 years experience we guide you throughout every step of the company formation process
  • Low administration and reporting requirements
  • Reduced tax expenses

Romania Srl Company Formation

  • Reserving the company name at the Trade Register
  • Drafting the by-laws and Articles of Association
  • Drafting the affidavits
  • Appearance before the Trade Register judge for the incorporation
  • Preparation of Company Registration Forms
  • Drafting and signing the Memorandum and Articles of Association
  • Filing documents with The Trade Register office
  • Certificate of Incorporation
  • Obtain Certificate of Registration and VAT ID
  • Drafting the Power of Attorney required for the setup of the company
  • Bank account and representation at the bank for the procedure
  • Appointment of Directors
  • Minutes of Board Meeting
  • Share Certificates
  • All documents and certificates supplied in a professional folder
  • Delivery of documents by FedEx / DHL

Corporate administrative services include the following:

  • Provision of the Registered Office and Registered Agent in Romania
  • Compliance with local domicile requirements
  • Ensuring your Company is kept in good standing through payment of Annual Government Fee and filing of

Romania Company Name

We check that your Romania company name is acceptable and is not already incorporated with the Romania Companies Registry.

Company Incorporation Documents

Once incorporated we provide a set of corporate documents for your Romania company which, includes the Certificate of Incorporation, Memorandum of Association the Articles of Association, first minutes and share certificates. Copies of the company incorporation documents are sent via email and the originals from the companies registry are sent to you in a corporate folder.

Registered Office

Your Romania company must have a registered office, which must be a physical address in Romania. The registered office is where documents may be legally served on the company. we provide this registered office service in Romania.

Company Directors and Shareholders

  • Directors and Shareholders may be of any nationality
  • The names of directors and shareholders are filed at the companies registry
  • There is no requirement to appoint a Romania resident director
  • The shareholders of the Romania company can be either corporations or individuals

To start the incorporation of your Romania company we initially only require, the proposed company name, details of the company directors, shareholders and the proposed activities.

Ready Made Companies

A shelf company

Romania Branches, Subsidiaries and Agencies of Foreign Companies

A foreign company can do business in Romania through a subsidiary, agency or a branch. While a subsidiary has a legal personality and is considered a Romanian entity, the branch is just an extension of the parent company and therefore has no legal personality and no independence. Agencies are established and operate in accordance with the provisions of Decree Law No. 122/1990, are authorised by Ministry of Foreign Affairs and undertakes on behalf of the parent companies only transactions and activities which are consistent to its authorised object.

Legally, the branch has no separate status from the foreign company itself it is merely carrying on business in Romania. The foreign company will be liable to the employees and creditors of the branch for the actions of, and debts contracted by, its managers and agents on behalf of the branch. A Romanian subsidiary of a foreign company is a Romanian legal person and, consequently, it is subject to Romanian laws. It is liable, on its own behalf, for the actions assumed. Subsidiaries and branches can carry out only the activities to which the parent company is authorised.

In practice, subsidiaries are commissioned following the same steps as the registration of companies, i.e. notarising the statutes, and registering the subsidiary with the National Trade Register Office.

The formation of a branch follows the same steps as that of a subsidiary, but they do not need to establish incorporation statutes.

  • a notarised copy of the articles of incorporation of the parent company;
  • evidence of registration of the parent company in its country of origin;
  • documentation indicating the company’s solvency; and
  • the decision of the parent company’s Board of Directors (or similar authorised body) to establish a foreign branch. This decision should indicate the type of activity of the branch, the individuals appointed by the parent company to act on its behalf and the confirmation of the parent company that the acts of its representatives are legally binding to it.

Romania Company Formations

We can incorporate your Romania company, according to your specifications, please complete our enquiry form below:

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