Romania Company Incorporation

A limited liability company is a company formed by a limited number of shareholders (no more than 50). It is based on the constitutive documents. The registered capital of a limited liability company cannot be less than 200 Romanian Lei RON (approximately €50 EUR). The registered share capital of a limited liability company is normally divided into social parts/shares with a registered value of not less than 10 Romanian Lei RON (appoximately €3 EUR). Shares cannot be freely traded, making limited liability companies similar to what are known as private companies in other legal systems. Shares of these companies cannot be pledged as collateral for loans.

Shareholders

An SRL company should have at least one shareholder. This person can be the sole shareholder. However, a sole shareholder cannot owned 100% shares in two Romanian companies, only one. The shareholders can be all non-Romanians. The shareholders can be individuals or companies.

Decisions are made by majority vote in the General Meeting of the Shareholders (1 share = 1 vote). Decisions involving changes in the constitutive documents must be agreed by all shareholders if these documents do not state otherwise. One or more Directors are appointed in the constitutive documents or by the General Meeting and are put in charge of the management of the company.

Share Capital

The inscription steps both, for limited liability companies are as follows: To start with, the incorporation contract and/or company By-laws, as applicable, or a sole document containing all mentions required by the law, called articles of incorporation must be prepared, agreed and signed by the investors;

Furthermore the subscribed capital must be paid upon registration of the company. The initial capital must be subscribed and paid in cash. The law allows in-kind contribution, but cash contribution is compulsory for any type of business organization. The minimum share capital is 200 RON (approximately €50 EUR) for a limited liability company (SRL).

The share capital is divided into shares of equal value. One share cannot be less than 10 RON. Consequently, a 200 RON company can have only 20 shares, that is 1 share equals 5% of the share capital. Share capital can be paid up using any currency.

Restrictions on Trading

Limited Liability Companies are not permitted to:

• Undertake banking or insurance activities or any other activity that might suggest an association with same, without a licence.
• Undertake investment business other than the investment of the company’s own assets without a licence.
• Neither solicits funds from the public nor offer their shares or membership to the public without a licence.

Financial Statements Required

All Limited Liability Companies, SRLs, if registered in Romania, are considered as resident in Romania for tax and currency purposes and must comply with statutory requirements for book and record keeping as detailed in the Accounting Law of 2005. If a limited liability company has more than 15 shareholders, it is obliged to appoint company censors.<

Double Taxation Agreements

Romania is a party to over 78 tax treaties.

VAT

Romanian companies may be registered for VAT purposes.

• 19% standard rate, which is applicable to supplies of goods and services not subject to VAT exemptions or to the reduced rate
• 9% reduced rate, which is applicable to the supplies of certain goods/services specifically enumerated in the Fiscal Code, such as sale of medicines, hotel accommodation services, books, tickets to museums, cinemas, etc.

Certificate of Incorporation

In the end, the corporation is matriculated with the Trade Register by issuance of a Registration Certificate. This provides registration Code valid for both the Trade Register and the tax authorities. The Registration Certificate also contains a license of acknowledgement mentioning that all requirements for commercial activities are accomplished. The corporation starts its existence and has the right to carry on its actions from the date of its incorporation with the Trade Register.

Articles of Incorporation

The articles of incorporation will include:

• The full name, place and date of birth, domicile and citizenship of individuals;
• The name, registered office and nationality of the shareholder, as legal person;
• The type, name, headquarters and, if any, the company logo;
• The object of the company, specifying the main domain of activity;
• The subscribed and paid in registered capital, the shareholders contribution in cash or in kind, the value of the contribution in kind and its valuation method as well as the date of the full payment of the subscribed share capital; the number and nominal value of shares as well as the number of shares subscribed to each associate for his/her contribution;
• The shareholders in charge with the representation and administration of the company or the non-shareholder administrators, individuals or legal persons, and their powers which are to be exercised jointly or separately;
• The share of profits and losses for each shareholder;
• The secondary offices (branches, agencies, representative offices or other such entities with no legal personality) whether or not are established at the same time with the company, or the conditions of their subsequent establishment if such establishment is taken into account;
• The duration of the company
• The methods of the dissolution and liquidation of the company.