Romanian Limited Liability Company
SRL INCORPORATION
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Romanian SRL Company Registration
- Company registration, including government fees
- Preparation of a complete package of documents depending on the chosen form of ownership, cooperation with the relevant authorities in Romania until registration documents are received. Payment of the required state fees.
- Notary Services – Full notarial support of transactions related to the registration and activities of your company in Romania.
- Company Contact Person – The service of the company’s contact person in Romania allows us to always respond promptly to local inquiries. Information will be transferred without delay and in full.
- Due Diligence, including translation of power of attorney – It is not necessary to visit Romania personally to register a company – the remote opening service will allow you not to be distracted from current affairs.
- Company’s stamp – Registration of the seal of the company and its registration in accordance with the laws of Romania.
- Legal address for 1 year – We provide a legal address for your company in Romania. Paid yearly for every 1 year of use.
- Opening a bank account – An account is opened in any bank from the recommended list or of your choice.
- VAT number – Register your company for VAT at ANAF.
- Accounting – Annual submission of the required accounting reports
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REGISTER A SRL COMPANY
General information
A Romanian limited liability company is a business entity that is established with a maximum of 50 associates. The business relies upon the foundation documents. In order to establish an SRL Company in Romania, the clients need to know that the required registered capital for a limited liability company is a minimum of 200 RON (approx 42 Euro). The registered share capital of a limited liability company is usually split into social parts/shares with a registered value of a minimum of 10 RON each. Romanian law does not allow the shares of these corporations to be involved in loans or other banking operations. Shares cannot be freely exchanged, making limited liability companies more or less like private companies in other countries.
For all the clients interested in opening an SRL in Romania, it is very important to know that the Limited liability company can be formed by only one person as well.
The law stipulates that resolutions are made by mainstream ballot in the General Meeting of the Shareholders (each share represents one vote). Decisions regarding adjustments in the articles of association must be accepted by all shareholders unless these documents do not mention something else. Concerning the process to set up SRL in Romania, we shall mention that at least one Manager should be assigned in the articles of association contract; this is the same person who is also responsible for the management of the company.
INCORPORATE A SRL BUSINESS
Required Documents For Romanian SRL Setup
Most of the registered Romanian corporations, regardless of their owner’s nationality are limited liability companies SRL (Societate cu Raspundere Limitata).
In order to incorporate a Romanian SRL Company the following documents and information are required:
- the shareholders’ personal information: full name, place, and date of birth, residence, and nationality;
- the general manager responsible with the management and running the company, individuals or legal persons;
- the company’s name and registered office;
- the nature of the business in which the proposed company will be engaging in, specifying the principal field of activity and secondary commercial activities;
- data regarding the percentage of profits and deficit for each associate/shareholder;
- the information referring to the subscribed registered capital by each shareholder, the number and nominal worth of shares, the number of shares subscribed to each shareholder for his/her part;
- data regarding the real beneficiary of the company as requested by the anti-money laundering legislation
INCORPORATE A BUSINESS
Shareholders and Incorporation
Limited Liability Company (SRL) is regulated by Law 31/1990 and it can be set up with one or up to 50 associates that answer only up to the subscribed share capital. The associates can be either individuals or other companies. Either one of the entities can only be a unique associate in only one SRL or a limited liability company cannot have as a unique associate another limited liability company, the unique associate can be an employee of the company in which it is a sole associate.
This type of company can be opened through status and company contracts. Both of them can be part of one single document, known as the constitutive act. The authentic form of the constitutive act is mandatory when amongst the subscribed assets as a contribution to the social capital is found a building. The parties who signed the constitutive act and the ones with a role in constituting the company are considered founders. The person that, according to the law, is incapable or have been condemned for felonies against the patrimony by disregarding trust, corruption offenses, embezzlement, fake offenses in documents, tax evasion, offenses provided for by Law no 656/2002 for preventing and sanctioning money laundry, as well as implementing measures for preventing and fighting terrorism acts, republished, or for felonies provided for by the current legislation can’t be associates in a company.
The share capital of an SRL cannot be smaller than 200 lei and can be divided into equal social parts, that can’t be smaller than 10 lei. The share capital cannot be represented through negotiable titles. The limited liability company must fully bear the subscribed share capital at the date of the constitution. For the SRL with a sole shareholder, the value of the share capital in nature will be set based on specialized expertise.
The company becomes a juridical person from the moment of the registration date into the commerce registry. The enrolment is made in 24 hours from the authorization decision of the delegated judge. The delegate judge’s conclusions regarding the enrolment in the commerce registry are enforceable and are only subject to appeal. The appeal deadline is 15 days and starts from the pronunciation date of the conclusions for the parties and the date of the conclusion publishing.
INCORPORATE A SRL BUSINESS
Mandatory registries
The company must have, through the administrators’ responsibilities, an associates register, which will contain the name and surname, home address or headquarters of each associate, each associate share of the subscribed capital, social parts transfer or any other change regarding all of the above.
Administrators are directly and personally responsible for any damage that occurred by not meeting the provisions regarding the register of associates. This register can be controlled by associates and creditors.
Also, the following registries are mandatory:
- The Unique Control Registry – found at ANAF
- The Tax Evidence Registry (If the company is a profit taxpayer) – found at ANAF
- REVISAL (employees evidence registry) – if it has employees – electronic format, the username and password are obtained from ITM
INCORPORATE A BUSINESS
Shareholders and Constitution
Limited Liability Company (SRL) is regulated by Law 31/1990 and it can be set up with one or up to 50 associates that answer only up to the subscribed share capital. The associates can be either individuals or other companies. Either one of the entities can only be a unique associate in only one SRL or a limited liability company cannot have as a unique associate another limited liability company, the unique associate can be an employee of the company in which it is a sole associate.
This type of company can be opened through status and company contracts. Both of them can be part of one single document, known as the constitutive act. The authentic form of the constitutive act is mandatory when amongst the subscribed assets as a contribution to the social capital is found a building. The parties who signed the constitutive act and the ones with a role in constituting the company are considered founders. The person that, according to the law, is incapable or have been condemned for felonies against the patrimony by disregarding trust, corruption offenses, embezzlement, fake offenses in documents, tax evasion, offenses provided for by Law no 656/2002 for preventing and sanctioning money laundry, as well as implementing measures for preventing and fighting terrorism acts, republished, or for felonies provided for by the current legislation can’t be associates in a company.
The share capital of an SRL cannot be smaller than 200 lei and can be divided into equal social parts, that can’t be smaller than 10 lei. The share capital cannot be represented through negotiable titles. The limited liability company must fully bear the subscribed share capital at the date of the constitution. For the SRL with a sole shareholder, the value of the share capital in nature will be set based on specialized expertise.
The company becomes a juridical person from the moment of the registration date into the commerce registry. The enrolment is made in 24 hours from the authorization decision of the delegated judge. The delegate judge’s conclusions regarding the enrolment in the commerce registry are enforceable and are only subject to appeal. The appeal deadline is 15 days and starts from the pronunciation date of the conclusions for the parties and the date of the conclusion publishing.
Contact Romania Company to Get Your New Business Live in 5 Working Days
Romania Company has been providing incorporation services for all industries for over 18 years. We have helped our clients to make the right choices, to realize their visions, to overcome obstacles, and, above all, to succeed. We offer transparency and efficiency and we are committed to always acting only in your interest.
Our experience in obtaining the companies and banking accounts differentiates us from the competition. We cover all your needs, from the incorporation of your company, the creation of fiscal and compliance structures, to obtaining the banking account and operating licenses.
We invite you to schedule a consultation with us. We like to communicate with our customers, troubleshoot their problems, and offer solutions. We invite you to contact us today to discuss this with one of our agents. Let us help you take your business to the next level.
For more information do not hesitate to contact our law firm Romania Company to assist you. We offer a free consultation. Our lawyers in Cluj Napoca have vast experience in supporting local and international companies.
