Romania Company Formations

Romania Company Incorporation

Our Romanian incorporations comply with the Romanian Companies Acts. It is not necessary to visit Romania to complete your incorporation

Romanian Srl Company Requirements

The Articles of Incorporation of the Societate cu raspundere limitata (Srl), limited liability company requires:

  • 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.

Registration of Commercial Companies

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

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 Registry 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 Srl Company Formation

  • Reserving the company name at the National Trade Register, Oficiul Național al Registrului Comerțului
  • 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
  • Drafting the Power of Attorney required for the set-up 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

Romania Company Name

We will carry out a company name check to ensure your chosen company name is acceptable and is not already incorporated with the Romanian National Trade Register, Oficiul Național al Registrului Comerțului.

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 can provide this service for you.

Company Directors

There is no requirement to appoint a Romania Resident Director and the Directors may be of any nationality.

Company Shareholders

Shareholders may be of any nationality and residency. Shareholder details are filed at the companies registry

Share Capital

The minimum social capital is of 200 RON (€50). The registered share capital of a limited liability company is normally divided into shares with a registered value 10 RON.

Romania Ready Made Company

Our Romanian Ready Made have never traded and have no liabilities. The companies have been fully maintained up to Romanian accounting and reporting standards, including financial statements, annual returns, etc. .

Our Romanian companies come fully registered with:

  • Fully prepared, drafted and submitted Articles and Memorandum of Association
  • Certificate of Incorporation issued
  • Share Capital fully paid up
  • Company name approved and registered
  • Company registered address
  • Full registration with the Romanian authorities

We can change the company's name the same day of purchase if required.

Directors & Management

Directors of a Romanian company may be individuals or corporate entities, with no restrictions on nationality or residency. As the incorporation agent we are currently acting as the company director and upon purchase we issue a directorship resignation and your new directors are appointed by completing and signing the relevant documentation.

Once appointed the new directors will receive copies of all official company documents, such as Certificate of Incorporation, Articles and Memorandum of Association and secretarial forms.

New Shareholders

Upon purchasing your Romanian company ownership must be transferred to the new owners via a share transfer, the process can take up to 2 months to complete.

The process for share transfer is considerably more complicated in Romania compared with other jurisdictions and requires interaction with the local tax authority to verify all accounts are up to date and the seller of the shares does not have any debts towards the Romanian State - these reporting requirements to the local tax authorities is the primary reason for the long transfer process.

Shares are transferred via a Share Assignment Contract, signed by both the current shareholder(s) and the future ones, with all changes to the company being registered with the Trade Register. Alongside the Share Assignment Contract a Company Resolution must be drafted in a specific format and new Articles of Association must be drafted.

If the assignor or assignee of the shares is legal entity (Romanian or Foreign) then an additional special resolution must be drafted, using the exact working of the Share Transfer Agreement contract. Any differences between the two documents may cause problems with the Romanian Trade Registry.

Romania Fees to Incorporate
  • Company Formation - £1740
  • Registered Office Fee - £900
  • Company Secretary if required - £400
Romania Annual Maintenance Fees
  • Directors Register Maintenance - £120
  • Registered Office Fee - £900
  • Company Secretary if required - £400
Romania Advantages
  • Time - 5 to 7 days to incorporate your Romanian company
  • Directors - only 1 director of any nationality is necessary for your company
  • Shareholders - only 1 shareholder is required
  • Share Capital - the minimum share capital requirement is 200 RON/€50
  • Registered Office - your company requires a registered office in Romania, which we can provide
  • Support - using our 20 years experience we guide you throughout every step of the company formation process
Required to Proceed
  • Company Name - We can check your company name is available
  • Passport - colour scan of your passport
  • Documents - copy of a utility bill, credit card or bank statement showing your private address
  • Start now - complete here
  • Upload - proof of address & copy passport can be uploaded here