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:
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.
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 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.
Corporate administrative services include the following:
We check that your Romania company name is acceptable and is not already incorporated with the Romania Companies Registry.
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.
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.
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.
A shelf company
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.
We can incorporate your Romania company, according to your specifications, please complete our enquiry form below: