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Set up a company in Romania

February 20, 2014, 5:25 pm
BridgeWest

 The Romania's economy is a market economy, where the state must ensure freedom of trade and protection of fair competition, making this country a profitable place to develop a new company, also due to low taxes and specialized and trained staff in any economic field. The procedure of setting up a company in Romania is simple, implying few steps and low bureaucracy and a companyis ready to function in about one week.

 

Preliminary activities before setting up a company in Romania

 

There are certain phases that must be accomplished in order to set up a company in Romania, before submitting the request for registration with the competent authority. Firstly an entrepreneur must have an ID (carte de identitate), in which is specified the personal PIN, and three simple copies of it. The same rule is available when the company is founded by more than one shareholder.

The founders must also decide upon the type of company willing to establish and have to choose the company's subject of activity, as classified according to NACE code. The founders have the right to choose a primary object of activity and several secondary ones.

The next step involved in the procedure of setting up a company in Romania consists in choosing the company's name. In this sense, at the registration moment, there must be provided at least three names in order of preference.

In order to set up a company in Romania, there must be proved that you provide a place where you can conduct the business. The headquarter may be in an owned property or in a rented space, on the basis of a rental agreement (that must be registered for tax purposes by the owner of the space) or on the basis of a use contract (type of contract where the owner gives the space with no material pretensions).

According to the law, you must present a favorable opinion of the owners association and owners of homes that border your premises, both horizontally and vertically. This is needed in case that the space is not registered for commercial activity.

 

Drawing up the Constitutive Act

There are many variations of the constitutive act. Articles may have one of the following forms: a company contract for general partnerships or limited partnerships; a contract of society and a state shaped in a sole form, called Articles of Association; status for a limited liability company with one shareholder.

For each type of Constitutive Act there must be filled certain information: the company's shareholders and the amount of shares owned by each of them, their identification data, the company's name, the object of activity (primary and secondary, if any), the appointed Administrator and other relevant information about the company's purpose and activity.

The Constitutive Act can be drawn at the Single Desk (Helpdesk for companies) of the Chamber of Commerce in the range where you will perform the activity, by a notary or by the entrepreneur himself. However, it is strongly recommended to hire a lawyer for this task as a specialist can inform you better about each article and can draw up the document in the optimum shape for your business.

The shareholders must also provide a declaration on own responsibility which shows that they do not have a criminal record and meet all the legal requirements in order to set up a company in Romania.

 

Deposit the minimum share capital

In order to set up a company in Romania, the founders must deposit the share capital in a bank account, on the basis of the Constitutive Act and the certificate on the name reservation.

The minimum share capital that must be deposited for a Limited Liability Company is RON 200, amount shared in equal parts for each shareholder, with a minimum value for each share of RON 10.

 

Submit the signature specimen

 

The Romanian law provides that any individual trader, representatives of companies, administrators, liquidators and branch leaders are required to submit their signatures to the Trade Register, by submitting a signature specimen in a certain form.

To prove the specimen signature, this must be sign in the presence of delegated judge or his deputy or the head office, which certifies the signature. This can be also done before a notary public that certifies the signature specimen.

 

Registration with the Trade Register

After completing all the documentation, the file is submitted to the Office of the Trade Register, along with an application for registration, which can be found at the same office.

Within about four days, the company in incorporated and the following documents will be provided: the court order authorizing the operation of the company, the certificate of registration, certificate of activity permits (if not an activity that would have a significant impact on the environment).

 

Register for VAT purpose

Any person subject to taxation, which activates and develops economic activity in Romania, must register for VAT purpose. This can be made by submitting an application before the competent fiscal authority in the same day with the appliance for incorporation. The registration is completed in about three working days.

 

Register with the Territorial Labor Inspectorate

After the procedure of setting up a company in Romania is completed, new personnel can be hired. Each new employee must be notified to the Territorial Labor Inspectorate at least one day before starting the activity. This procedure is easy to accomplish, due to an available online platform.

 

Set up a company in Romania from abroad

Romania encourages foreign investments and the same rules, laws and legislation are applied for both domestic and foreign investors. Thus, foreigners can incorporate a company in Romania and moreover, they can be appointed as directors and administrators in that company. However, the company's office must be in Romania and all the documentation must be translated in Romanian language.

 

How long does it take to set up a company in Romania

The procedure for setting up a company in Romania is not complicated and can be accomplished in a short period of time: the name reservation takes one day, the drawing up the Incorporation lasts one day, the deposit of the share capital can be done in the same day, the registration with the Trade Register is completed in one day, but the company in ready to function after four days. Thus, the entire procedure doesn't last more than one working week.

 




Enescu & Cuc

Bucharest

Enescu & Cuc Law Firm located in Bucharest, Romania offers legal consultancy and representation in issues of commercial, civil and business law, in an ethical and professional manner.

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RoLegal Law Firm

Bucharest

For years of practice and experience, RoLegal Law Firm has managed to succeed in satisfying its clients’ demands (both natural and legal persons), successfully closing litigation as well as negotiations and arbitration.
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