limited liability company (SRL) is the most popular choice among legal forms of companies in Romania. Over 85% entrepreneurs choose a LLC according to a Romanian trade register ONCR (as of May 2021). This choice is quite popular for a reason; it allows for favorable taxation of activities in the amount of 1% of the income tax. For entrepreneurs earning more than PLN 25,000 per year ($7k USD), this is the most favorable form of taxation. However, setting up a company is a time-consuming process, which requires preparation of paperwork. This is even more difficult for non-residents.
There are two ways to start a company.
Documents for LLC formation
The first one – simple and time-saving and costly errors free – is done through a paid service at www.companyromania.com. The service is available completely online and comprehensive. You will only need to deliver the following documents electronically :
- Three potential company names (unique, the name is protected).
- Copy / scan of ID card – ID card or passport
- A detailed description of the activity, possible tips on its future development, ideas for the next months and years – if possible in English for Articles of Association of the RO-EN company.
- Basic personal data:
– mother’s name and father’s name;
– marital status;
– current address of residence;
– telephone number and e-mail address for the purpose of paying the share capital to the bank account.
Form a company in Romania by yourself
The second option is to set up a company yourself. Among the activities, it will be necessary to prepare documentation, as well as use Romanian notary services and a sworn translator. The company must also have established residence.
Documents for company formation
- Copy / scan of ID card – ID card or passport (as above, if the current address of residence is outside Poland).
- Electronic application for company name registration – submitted on paper or via Trade Register Court application available at oncr.ro .
- Application for business registration, including two attachments:
– form 1: information on the form of business taxation;
– form 2: information on foreign investments;
- Declarations signed by members of the management board with information that:
– a given legal person does not conduct activities which it declares at or outside its registered office for a period not longer than 3 years;
– a given legal person meets the necessary conditions for conducting business, which are specified in the legal regulations in the field of health, labor protection, veterinary medicine and environmental protection.
- Proof of the availability of the selected company name, and in special cases with the company logo. There are also situations where an agreement to use a specific name must be attached.
- The Articles of Association of SRL.
- A document certifying the right to use real estate with its registered office, and in some cases also the one certifying the right to use the space for statutory objectives. Such information is sent to the tax authority as soon as the company is registered in the commercial register.
- Documentation of real estate received in kind, acquired or paid for in the course of its construction.
- Statements of founders, administrators, censors or natural persons representing a given legal person, which indicate that these persons meet the legal requirements to act as the company’s administrator or censor (drawn up on their own responsibility).
- Documents (certified with a copy) of the identity of the founders, administrators, censors or auditors.
- Specimen signatures of persons representing the company.
- Declaration (original) on the sole responsibility of a foreign natural person or representative of a foreign legal entity not registered in Romania, which act on behalf of the company. In some cases, a translation of an authorized translator must be attached to the document, and his signature must be notarized.
- Information on the tax register of members of the management board, shareholders, legal representatives of the company.
In addition, establishing a company requires both official and notary fees, and most often registration as a VAT and VAT-EU taxpayer. For this purpose you will need to:
- Complete registration form for VAT purposes, in accordance with applicable regulations.
- Obtain confirmation from the commercial register showing that the business activity is active.
- Deliver a copy of the document regarding the seat or secondary seat of the Romanian company.
- Submit copies of identity documents of the members of the company’s management board and its administrators.
- For board members from outside the European Union – obtain a long-stay visa or a certificate issued by the Romanian Immigration Service, as well as a copy of the registration certificate.