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We provide assistance with the formation of Romanian companies for those who wish to carry out business activities in Romania. The main services we offer: - formation of Romanian companies
- registered office facilities. Our company can provide a registered office upon request only in our area (Neamt county - NE Romania)
- assistance with the purchase of legal, accounting and banking services
- support with selecting and recruting of personnel, human resource management and other business activities
- continuous assitance with taxation matters, registration of secondary offices, purchase of real estate and other purchases
Apart from the services listed above we are able to provide, within reason, pretty much anything the client requires. See our Services section for an extensive list of services we can supply. Our services are aimed at clients who wish to invest in Romania or who wnat to conduct business in Romania through a newly formed company or through a branch in Romania of their existing business. Once we have established the initial needs of a client we will present a simple formula to begin their Romanian enterprise, check the name availability, reserve the name if required, and present the necessary documentation for the client to proceed. In most cases a Romanian company can be formed and ready to trade within three to 5 days. Apart from certain documents which will require the client’s signature, we will deal with all the paperwork and as quickly as possible provide a fully legal Romanian company ready to start trading. It should be noted that this service is available to individuals and to corporate bodies who may wish to have a Romanian subsidiary. Having regard to the new regulations on trading matters and the new dimension of the enforcement of the provisions of the Commercial Code, here is a brief presentation of the most important issues arisen from the enforcement of the trade laws.
The Romanian Constitution lays down the general framework for the carrying on of business activities in Romania. The Constitution provides that the Romanian economy is a market economy. According to the Constitution the State is required to ensure the free trade and the protection of fair competition. The demand and supply rule is what governs the economy of Romania. The foundation of such rule is the private property which is being protected and guaranteed. The said general framework consists of dedicated laws governing different fields such as the formation, authorisation and functioning of trading companies, taxation and consumers' protection, etc. All these specialized laws comply with the principles of the Constitution. The General Legal Framework: - Law 31/1990 on trading companies, as republished
- Law 26/1990 regarding the Trade Register, as republished
- Law 359/2004, on the simplification of formalities regarding the registration with the Trade Register of self-employed persons, family associations and companies, their tax registration and operation permits
- Law 85/2006 on bankruptcy procedures
- Decree-Law 122/1990 on the authorization and operation in Romania of the Representative Offices of foreign companies and corporations
- Law 105/1992 on the Regulation of the Private International Law Relationship
- Government Decision 913/2004 on the approval of taxes and fees relating to the operations performed by Trade Register Offices by Courts.
The legal forms of trading companies in Romania are laid down by the Law 31/1990, as reviewed and republished: - general partnership (societate in nume colectiv - SNC)
- limited partnership (societate in comandita simpla - SCS)
- joint-stock company (societate pe actiuni - SA)
- private company limited by shares (societate in comandita pe actiuni - SCA)
- limited liability company (societate cu raspundere limitata - SRL)
All of the above legal forms have specific features. Choosing one form or the other is given by different factors such as: envisaged structure and development of the business, number of shareholders, share capital, etc.
One must tell the difference in the functioning of SNC, SCS and SCA on the one hand and SRL and SA on the other. In the case of SNC, SCS and SCA, where there are close relations between the shareholders, misunderstandings often arise regarding the responsibility within the business association and business shares. In the case of SRL and SA, tax optimization is more to be pursued. Consideration must also be given to the legal obligations of trading companies, e.g. obligation regarding the public character of companies.
Company formation  Romanian companies are similar to most other European companies. They require shareholders and directors and a registered office. The ‘limited company’ has the same meaning as in other European countries in that the liability of the shareholders is limited to the amount of share capital invested. This is protection for the shareholders, and at the same time indicates to other investors and traders the substance of the company. There are no restrictions for people residing outside of Romania in acquiring a company in Romania, but all companies must be registered with the National Trade Register Office, organized by the Romanian Chamber of Commerce and Industry. The National Trade Register Office is a public institution which has the function to maintain statistical information on business activities in Romania. Thus in Romania it is required that a company specifies its main activity and is allocated a code number which relates to that particular activity, such as ‘Property Investment’ when using the formation of the company to buy land in Romania. It will take approximately 5 working days to incorporate a Romanian company, the total costs you would expect to pay are around 700 to 1000 Euros, and this includes all legal fees and the opening of a Romanian Company bank account. Most property agents and Developers in Romania can point you in the right direction, if not arrange this whole process for you.
Company legal forms
The main forms of commercial companies in Romania are:
Joint-stock company – SA
- private (through complete subscription)
- public (through the prospectus of share)
- registered capital minimum 25,000 euro
- minimum 30% of the subscribed registered capital, by every shareholder or partner, in case of private joint-stock companies
- minimum 50 % from the value of subscribed shares, by every acceptor, in case of public joint-stock companies
- number of shareholders in a joint-stock company is minimum 5
- minimum nominal value of one share is 1000 lei. The shares can be registered and to
bearer.
Limited liability company – SRL
- the minimum share capital for limited liability company is 200 lei RON (about 60 euro).
- minimum number of associates is one and maximum 50; associates may be natural or legal persons
- nominal value of a share cannot be less than 10 lei RON. General partnership – SNC
- minimum number of partners: 2 persons
Limited partnership – SCS
- minimum number of partners: 2 persons
Partnership limited by shares – SCA
- minimum number of partners: 5 persons
- minimum nominal value of a registered share is of 0,1 RON
Branches
- they are not legal persons
- before beginning their activity they are incorporated in the Commercial Register of the
county where they will operate
- the legal system of the branch shall be applied to any other secondary office, to which the founding company gives the statute of a branch they have the same object of activity as that of the mother company.
Subsidiaries
- represent commercial companies with legal personality.
- are set up in one of the forms of commercial companies specified by the Law No. 31/1990.
- legal treatment of the form of company in which they are set up is applicable.
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