Our Romanian incorporations comply with the Romanian Companies Acts. It is not necessary to visit Romania to complete your incorporation
The Articles of Incorporation of the Societate cu raspundere limitata (Srl), limited liability company requires:
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 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.
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.
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 can provide this service for you.
There is no requirement to appoint a Romania Resident Director and the Directors may be of any nationality.
Shareholders may be of any nationality and residency. Shareholder details are filed at the companies registry.
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.
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:
We can change the company's name the same day of purchase if required.
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.
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.