A limited liability company (SRL) is the most popular legal business structure in Romania. According to the Romanian Trade Register (ONCR), over 80% of entrepreneurs chose a limited liability company (2024). This popularity is well-founded, as it offers favorable taxation—just 1% or 3% revenue tax. However, establishing a company can be a time-consuming process, requiring extensive paperwork. This process becomes even more challenging for non-residents.

Documents required for limited liability company formation

The first option – simple, time-saving, and error-free—is using a paid service from www.companyromania.com. This fully online and comprehensive service only requires you to submit the following documents electronically:

  • Three unique potential company names (the name will be protected upon registration).
  • A scanned copy of your ID card or passport.
  • A detailed description of your business activities, potential future developments, and business ideas for the coming months and years (preferably in English for the Articles of Association of the RO-EN company).
  • Basic personal information:
    • Mother’s and father’s names.
    • Marital status.
    • Current residential address.
    • Telephone number and email address (required for depositing share capital into a bank account).

Setting up a company in Romania by yourself

Another option is to set up the company yourself. This involves preparing legal documentation, using Romanian notary services, and working with a sworn translator. Additionally, the company must have a legally registered address.

Required Documents for company formation (self-service option)

  1. A scanned copy of your ID card or passport (as above, required if your current residence is outside Poland).
  2. An electronic application for company name registration—submitted on paper or via the Trade Register Court application at oncr.ro.
  3. A business registration application, including two attachments:
    • Form 1: Information on the chosen taxation model.
    • Form 2: Information on foreign investments.
  4. Signed declarations from board members confirming that:
    • The legal entity does not conduct activities beyond its registered office for more than three years.
    • The company complies with all relevant legal conditions regarding health, labor protection, veterinary medicine, and environmental regulations.
  5. Proof of the availability of the selected company name. In special cases, this may include an agreement for name usage.
  6. The Articles of Association for the SRL.
  7. A document proving the right to use the company’s registered office space. In some cases, additional proof may be required to confirm usage rights for statutory objectives. This information must be submitted to the tax authority upon company registration.
  8. Documentation for any real estate acquired, received in-kind, or paid for during construction.
  9. Statements from founders, administrators, auditors, or other representatives confirming they meet the legal requirements to hold their positions.
  10. Certified copies of identity documents for founders, administrators, auditors, or company representatives.
  11. Specimen signatures of company representatives.
  12. An original declaration of sole responsibility for foreign individuals or representatives of foreign legal entities acting on behalf of the company. In some cases, a certified translation and notarized signature may be required.
  13. Tax register information for the company’s board members, shareholders, and legal representatives.

Additional documents

In addition to these steps, establishing a company requires official and notary fees, as well as registration for VAT and VAT-EU taxpayer status. To register for VAT, you will need to:

  1. Complete a VAT registration form in accordance with applicable regulations.
  2. Obtain confirmation from the Commercial Register verifying that your business is active.
  3. Provide a copy of the document confirming the company’s main or secondary registered office in Romania.
  4. Submit copies of identity documents for the company’s board members and administrators.
  5. For board members from outside the European Union: obtain a long-stay visa or a certificate issued by the Romanian Immigration Service, along with a copy of the company’s registration certificate.

Accounting and tax obligations after company registration

Once an SRL is registered in Romania, several accounting and tax-related obligations must be fulfilled:

  1. Registering for Social Contributions – If the company plans to hire employees, it must register for social security contributions with the National Agency for Fiscal Administration (ANAF).
  2. Opening a Business Bank Account – A corporate bank account is necessary for financial transactions and tax compliance. The success rate of foreigners is usually very low  without any local agent help and supportive documents obtained from the fiscal office.
  3. Hiring an Accountant – Romanian law requires companies to maintain proper accounting records. Hiring a certified accountant ensures compliance with tax regulations and financial reporting.
  4. Monthly and Quarterly Tax Filings – Companies must submit tax declarations, including:
    • VAT declarations (if applicable, depending on the company’s registration status).
    • Payroll tax and social contributions (if employees are hired).
    • Corporate income tax payments.
  5. Annual Financial Statements – All SRLs must prepare and submit annual financial statements to the Romanian Trade Register and tax authorities.
  6. Keeping Proper Accounting Records – Companies are required to keep detailed financial records, including invoices, bank statements, and expense reports, for a minimum of five years.
  7. Issuing and Managing Invoices – Businesses must ensure invoices comply with Romanian tax laws, including VAT registration numbers if applicable.
  8. Obtaining an Electronic Signature – Many tax and business-related filings must be done electronically, requiring an electronic signature from an authorized representative.

By ensuring these post-registration steps are completed, SRLs can avoid penalties and ensure smooth operations in Romania.

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