How to set up a company in Romania

The most prevalent type of business entity in Romania is the Limited Liability Company, commonly referred to as an LLC. Setting up an LLC requires a minimal capital investment of just RON 1 (i.e. EURO 0.2).

An LLC in Romania can have anywhere from 1 to 50 shareholders. These shareholders bear responsibility for the company’s obligations only up to the extent of their capital contributions.

Formation of a Limited Liability Company in Romania is contingent upon its registration with the Trade Register. This type of company may be established by either natural or legal entities.

The management of an LLC can be entrusted to one or more directors, who may act individually or jointly, as specified in the Articles of Incorporation. Their appointment can be altered or revoked through shareholders’ resolution (GSM/EGSM) or by the sole shareholder’s decision, as the case may be.

Certain business activities necessitate prior authorization, such as credit institutions, insurance brokers, and companies involved in firearms and ammunition production and sales or pension fund management. Conversely, some activities require authorization after company registration, such as tourism agencies, temporary work agencies and firms requiring transportation licenses.

The primary document required for company incorporation is the “Articles of Incorporation“. This document must contain the following details:

1. Company name and registered address;
2. List of company members with their respective addresses, date of birth and personal tax numbers;
3. Description of the company’s primary business activities, including any specific permits required;
4. Share capital amount and distribution;
5. Representation of the company and signing powers;
6. Identification data, mandate duration, and powers granted to directors;
7. Details identifying beneficial owners and company control mechanisms (if applicable);
8. Company’s duration, if established for a fixed period;
9. Any other relevant details in accordance with applicable laws.

The incorporation process for a Romanian company generally involves:

1. Reserving the company name;
2. Drafting relevant documents, including the company’s Articles of Incorporation, and statements from shareholders and directors;
3. Filing a registration application with the Trade Register.

Company registration in Romania is mandatory, and the process follows these key points:

• Initiation of the incorporation procedure through a formal request;
• Submission of the registration request to the competent Trade Register Office;
• Submission of the registration request with an electronic signature via the Trade Register portal or in person at the registrar’s office;
• While no fees apply to the Trade Register itself, there are Official Gazette fees for publishing documents.

Once the complete registration file is submitted to the Trade Register, processing typically takes three working days. Occasionally, delays may occur if additional documents are requested by Trade Register officials. The Trade Register’s online portal for submitting requests is available at https://portal.onrc.ro.

Post-incorporation, the company must register with Romanian Fiscal Authorities within 30 days and open a bank account.