Romania Limited Liability Company (Srl) Company Formation
A Romanian SRL is equivalent to a Limited Liability Company in the UK or a GmbH in Austria and Germany in that it is a legal entity which is separate and distinct from the individuals who run it. For sole traders and for people in partnerships, the individuals’ personal assets are at risk if there is a claim against the organisation but shareholders in an SRL are liable to lose only the value of the share capital to which they subscribe.
All company names must be approved and reserved by the Trade Register Office; this usually takes less than a day. Words suggesting geographical locations are restricted and special approval is required to use the word ‘Romania’; approval takes around 30 days.
All companies registered in Romania must have a registered office in Romania where all company documents and correspondence may be sent. A registered office is included as part of our incorporation service.
Only a single director is required, there are no restrictions on nationality or residency and corporate directors are permitted. A company register of directors’ details must be filed with the Trade Register for public inspection.
Only one shareholder is required and a maximum of fifty shareholders is permitted. There are no restrictions on nationality or residency and corporate shareholders are permitted. Shareholders can also be directors. A company register of shareholders’ details must be filed with the Trade Register for public inspection
The minimum share capital is RON 200 (approximately EUR 80) and must be fully paid up in cash upon incorporation. Shares must be divided up into equal value with the minimum value per share being RON 10 (approximately EUR 2.2).
Once all documentation has been received the incorporation process typically takes two weeks.
Companies are required to maintain accounting records in the Romanian language and in Romanian Lei. All companies are required to prepare and file annual financial statements at the end of the financial year which follows the calendar year. Companies that are not listed and do not exceed a certain turnover, assets and number of employees may produce simplified financial statements. Companies exceeding these limits must also have a mandatory audit of their accounts.
Proof of Identity
As part of our due diligence we require proof of identity in the form of a passport copy for all directors and shareholders of the company.
If you choose not to travel to Romania we must be granted Power of Attorney to incorporate the company and open the corporate bank account on your behalf. For this reason, whilst traveling is not compulsory, we do recommend you visit Romania in order to incorporate.