SRL Company Registration in Romania - Business Starting & Setup

Romanian legislation provides for the possibility of creating the following organizational and legal forms:

• Societate pe Actiuni (SA) - joint stock company;
• Societatea in nume Colectiv (SNC) - full partnership;
• Societate in Comandita Simpla (SCS) - limited partnership;
• Societatea in Comandita pe Actiuni (SCA) - share partnership;
• Societate cu Raspundere Limitata (SRL) - limited liability company.

The most popular and common forms are Limited Liability Company (SRL) and Joint Stock Company (SA).

Restrictions for SRL (standard, do not have the right to conduct regulated activities without a license):

• do not have the right to conduct banking or insurance activities (related to them) without a license;
• do not have the right to conduct investment activities involving funds from third parties without a license;
• are not allowed to publicly subscribe to shares without a license.

All SRLs registered in Romania are treated as resident companies in Romania for tax and corporate purposes, and therefore must comply with the requirements for keeping accounting records and comply with the Law.

Romania has the following requirements for a company name:

• should not be identical or similar to the name of an existing company;
• limited use of geographical names of the word "Romania", require special approval (at least 30 days);can be in any language using the Latin alphabet;
• must end with an indication of the organizational and legal form (for example, SRL).

To register a company, you must:

1) Determine:

• company name to check for uniqueness (at least 3 options);
• company structure (administrator, members);
• registration address;
• the size of the authorized capital and the distribution of shares between the participants (RON 200);
• activities and regions.

2) Pay for services.

3) It is necessary to submit documents for administrators / participants / attorneys:

• internal and foreign passports;
• document confirming the address (if there is no registration mark in the internal passport).

4) Pay the authorized capital.

5) Prepare a set of documents for registering a company, sign documents with directors and participants.

6) Submit an application for company registration to the Commercial Register. After receiving and processing the application, the Registry will issue a Certificate of Registration.

The general period for registering a company in Romania is on average 2 weeks.

Every company in Romania must have a registered office in the country of registration.

Only one company can be registered at one address. Exceptions are office space, which is divided into several separate rooms for separate use.

There are no printing requirements.

The register of administrators / directors and shareholders is filed with the Commercial Register. Information is available to third parties - public.

Information publicly available in the Trade Register:

• administrator's name (no other details);
• the names of the Shareholders (no other details);
• legal address;
• the size of the authorized capital;
• actual address;
• company status;
• date of incorporation.

The affairs of a limited liability company in Romania are managed by the administrator.

The administrator can only be an individual; the minimum number of administrators is one. The same individual can be both administrator and member.

Romanian limited liability companies are not required to have a company secretary.

The minimum number of shareholders/members in a company is one; they can be individuals or legal entities; there are no statutory requirements as to their residency. The maximum number of members is 50.

An individual or a legal entity can be the sole member of more than one limited liability company (LLC / SRL).

A limited liability company (LLC / SRL) can have another LLC consisting of a single person as its sole shareholder.

The law on the introduction of the Register of Beneficiaries in the country entered into force on July 21, 2019. The law states that legal entities are required to provide the necessary information about their beneficiaries no later than November 1, 2020.

The Romanian National Commercial Registry has issued and is updating a form that must be completed in order to be included in the Registry. This is only information that must be provided under EU common law: full name, date of birth, place of birth, personal digital code, series and number of identity card, citizenship, place of residence or residence.

Access to the Register is available to tax authorities, judicial authorities, persons or organizations that carry out due diligence in relation to money laundering or terrorist financing.

The minimum share capital is RON 200 (appr. EUR 45) divided into shares of min. RON 10 (appr. EUR 3) each. It must be paid up by the time of filing the company for registration.

Bearer shares and no par value shares are prohibited.