Romania - SRL Company Incorporation

Company Type	Time to Incorporate	Cost
Srl	2 weeks	£1420

 

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. 

Documents and Information

To start incorporating your company in Romania we require the following:

• Your proposed company name
• The Director/s full name, date of birth, address and nationality
• The Shareholder/s full name and address
• What will be business object of the company? See the Nace Code to get an idea of what the business object is. (examples: Buying and selling of own real estate, Retail trade of motor vehicle parts and accessories, Wholesale of fruit and vegetables, etc.)

Documents you are required to provide:

1. Proof of identity. Either passport, national identity card, photographic driving licence
2. Proof of residential address. Gas/electricity bill or credit/debit card bank statement dated within the last 3 months
3. If you do not travel to Romania, a power of attorney will be required to allow your lawyer in Romania to open a bank account and to set up the company on your behalf

Incorporating your SRL:

Formacompany will reserve your company name at the National Trade Registry. Then the following documents get drafted:

1. Affidavits - These documents will have a special format according to Romanian legislation.
2. Specimen Signature - This document must be signed by the future Directors of the company.
3. Articles of Association and By-Laws of your Romanian company.

We will also represent and/or assist you with the following procedures:

• Subscribe the share capital in your name.
• Assist with the opening of your company's bank account. Please note that this account will be active only to deposit the share capital.
• Provide the registered office address. The registered office is where documents may be legally served on the company.
• Submit the file to the Trade Register and appear in before the Trade Register judge for the company formation.

Company Name

The customer's decision regarding the name of the company, form of organization (S.A., S.R.L.) and main field of activity in order to reserve the name with the Trade Register Office. It is also important to know that the name reservation is done in the Trade Register Office and is usually executed within one working day. The appellation must not include certain words or geographical suggestions. Some words are also subject to approval from the Government or local councils.

For using the word "Romania" among the title of the business the Government's approval is demanded and the procedure lasts more or less 30 days. The main condition to obtain this name is the following: the major shareholder of the Romanian company has to be a company with the same name like the Romanian company.

Although, the company name with Romanian in it can be used only together with the entitled shareholder. Obtaining the corporation's name is the start on witch the subsequent documents will be issued.

Directors

• Directors may be of any nationality and may reside anywhere.
• Only one director is required.
• There is no requirement to appoint a local resident director. 
• The director can be a person or a Corporation.

Shareholders

• Shareholders may be of any nationality and may reside anywhere
• Only one shareholder is required. This can be the same person as the director.
• No more than 50 shareholders.
• The shareholder can be a person or a corporation.
• A sole shareholder can only own 100% of the shares in ONE Romanian company.

Company Secretary 

There is no requirement to for a company secretary. 

Registered Office

All Romanian Srl's must have a registered office. The registered office is where documents may be legally served on the company. The registered office must be a physical address in the Romanian. Formacompany can provide this service. Please see our Formation Fees page. 

Features of a Romanian SRL

• Competitive incorporation and maintenance costs and fees
• Fast incorporation procedures and simple ongoing administration
• Minimum ongoing compliance requirements
• Engagement in any lawful business in any country and may carry on transactions in whatever currencies they choose
• Only one director and shareholder are required - the sole director can also act as the sole shareholder
• Directors and shareholders can be either corporations or individuals
• No limitations as to nationality or residence of company directors or shareholder