The Romanian government is working to create economic conditions that are friendly to potential investors and business owners. Among the most commonly chosen forms of business are sole proprietorship and limited liability company (LLC or SRL). LLC is a particularly widespread type of business entity. In 2020 alone, according to the Romanian National Trade Register Office, 107,481 new limited liability companies were registered. 95.6% of Company Romania’s clients choose an LLC as their preferred form of business in Romania.
What is a Limited Liability Company in Romania?
Societatea cu răspundere limitată is a commercial company established by one or more natural or legal persons who contribute to a common fund for the purpose of carrying out a commercial activity. The company’s partners are not personally liable for the company’s obligations except to the extent of their contribution to the share capital.
Societate cu Răspundere Limitată (LLC or SRL) is a business model used by small, medium, and large enterprises in Romania. An LLC is a type of business organization founded by one or more natural or legal persons who contribute capital to the company with the intention of carrying out business activities. The most important feature of an LLC is the clear limit on the owners’ liability – the company’s partners are not personally liable for the company’s debts and obligations, except for the amount they invested in the company’s capital.
Advantages and Disadvantages of a Limited Liability Company in Romania
LLCs are popular among local and foreign entrepreneurs for good reason. The Romanian LLC has advantages that distinguish it from other European Union countries. At the same time, there are only a few disadvantages that could overshadow the benefits of setting up an LLC in Romania.
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There are numerous advantages to creating an SRL in Romania. Owners of such a company have limited financial liability only to the amount they have invested in the company’s capital. The minimum share capital is only 1 RON, which converts to 0.25 EUR. Additionally, Romania allows foreigners to own and operate an SRL without any restrictions. Owners can also choose any unique name for their company. The tax system is relatively simple, and tax rates are lower than in other European countries.
On the other hand, creating a limited liability company in Romania has its drawbacks. The complex process of registering a company requires the submission of many documents and formalities, which can be cumbersome for entrepreneurs. Additionally, the cost of establishing and maintaining an SRL is usually higher than that of a sole proprietorship. Furthermore, if the registered company is consulting or management, it must remember the limit of 20% of revenue from these fields. Finally, there is a need to submit annual financial statements, which requires financial investment from entrepreneurs.
Conditions necessary to establish a limited liability company in Romania
To establish a limited liability company in Romania, several conditions must be met and the appropriate documents submitted.
- be over 18 years old and have full legal capacity;
- the business must be owned by at least 1 person (regardless of origin) or 1 legal person;
- the business must be managed by at least 1 director, but he/she does not have to reside in Romania;
- the share capital of 1 RON, or approximately 0.25 EUR, must be paid in;
- a unique name must be chosen, available in the Trade Register;
- legal registration in the Trade Register (onrc.ro);
- tax registration with the National Agency for Fiscal Administration (anaf.ro);
- having a physical business address.
When choosing the Company Romania’s registration service, only an ID card and a few pieces of information are required, while attempting to register independently will require, among other things:
- a confirmed scan of the identity document (ID card or passport);
- an application for SRL company registration (to be completed online or in paper form) with a form regarding business taxation;
- a document confirming the availability of the chosen company name;
- company status with information on the company profile and board members;
- signature specimens of company shareholders and its representatives;
- information regarding the tax residency of shareholders, including tax registration information;
- a certificate (original) of the exclusive foreign liability of a natural person or representative of an unregistered foreign legal entity in Romania acting on behalf of the company.
The above are the most important documents necessary for setting up an SRL in Romania. The complete list of requirements can be found on the website of the Romanian Ministry of Justice or the Commercial Register website (onrc.ro).
Taxes for a Limited Liability Company in Romania in 2023
The taxation system for a limited liability company in Romania is not complicated. Enterprises are divided into two categories:
- micro-enterprises, which have an annual turnover below 500,000 euros;
- enterprises with revenues exceeding 500,000 euros per year.
Thanks to Company Romania’s legal solutions, it is possible to increase the revenue limit to 1.5 million euros per year.
Taxes for Micro-Enterprises
- 0% tax on contributed capital, which must be at least 1 RON;
- 1% tax on revenues (regardless of the number of employees);
- 8% on dividends.
Taxes for Enterprises with Revenue Greater Than 500,000 EUR
- 0% tax on contributed capital;
- 8% tax on dividends;
- 16% tax on company profits.
Read more about taxes rates for companies in Romania. Also, check out an example calculation of income tax for a company in Romania.
The VAT tax rate that is consistently applicable in Romania is 19%. The VAT payer is the owner of a company whose turnover exceeds EUR 88,500 per year.
Is it worth setting up a limited liability company in Romania?
There are several reasons why setting up an SRL in Romania can be beneficial. Romania has improved its regulations and reduced bureaucracy in recent years to make the environment more business-friendly. Romania’s economy is one of the fastest-growing in the European Union, with strong growth in various sectors such as IT, manufacturing, and services. Moreover, Romania also has a highly qualified and educated workforce with extensive experience in science and engineering. The country offers competitive labor costs, rent, and utility services, making it an attractive location for companies looking to reduce costs. Additionally, membership in the European Union provides access to the single EU market, which has over 450 million consumers.
Contact us to set up a sole proprietorship.