Choice of legal form when starting a company in Romania
The most common legal forms are the SRL (BV, BVBA) and the SA (NV). You choose a legal form:
· (SRL) - Limited Liability Company
· (SA) - Public Limited Company
Private limited company = ltd (societate cu raspundere limitata, SRL): foreigners who want to start a company in Romania usually choose this form. The reason for this is that the SRL offers great flexibility and can best be shaped to the wishes of the entrepreneur(s) concerned.
The SRL can be 100 per cent foreign-owned. The directors may also be of foreign origin. The number of participants in an SRL is minimum one and maximum fifty. A sole shareholder may not be sole shareholder in more than one SRL.
The capital contribution can be made in cash or in kind and is a minimum of 200 lei (ca. 50 euro)
The number of participants in an SRL is minimum one and maximum fifty. A sole shareholder may not be sole shareholder in more than one SRL. Sole proprietorships are also common SRLs in Romania (asociat unic).
This reservation is the first step and legally required. Only after approval of the name reservation by the registry, we can prepare your documents for incorporation.
The registration of a company name that contains the words: national, Romanian, institute or a derivation of those words or phrases characteristic of central or local public institutions or authorities can only be realised with the consent of the General Secretariat of the Government (SGG).
The availability of the company name and logo shall be verified by the Commercial Registry before the articles of association are drawn up or in the event of any change in the company name or logo:
The verification and reservation of the company name takes place at the national level before the adoption of the memorandum of association.
The reservation of the company is valid for a maximum of 3 months from the date of submission of the application.
Checking the availability of the company name is done by the commercial register office. The name must have 70 per cent difference to existing already reserved names.
The documents are submitted to the ORC in which the company has its registered office.
The incorporation of an SRL takes place on the basis of its articles of association. However, in order to conclude contracts or to buy or sell, registration in the commercial register is required.
This takes place no more than fifteen days after the signing of the Articles of Association.
The documents required for setting up the company in Romania:
· Copy B.I. (Buletin de Identitate)/C.I. (Card de Identitate)/Passport - of all shareholder(s)/partners.
· No professional qualification is required in most cases (90 per cent).
· Some statements from the founders
· A specimen of the signatures of the founders
· Copy B.I. (Buletin de Identitate)/C.I. (Card de Identitate)/Passport - of the administrator(s), (similar to a director/authorised representative).
· Copy of the contract of establishment (rental or purchase contract) - of the premises where the registered office of the company is situated (with the personal details of the owners).
In addition to these documents, other more specific documents must be submitted, depending on the type of company being set up. You can obtain additional information on this when you contact Company Romania.