SRL Company Registration in Romania - Business Starting & Setup

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Service packages Legislation Tax System
Service packages
Express
Standard
Optimum
Company registration
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Legal address per year
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Secretarial services for the first year
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Fees and duties for the first year
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Apostilled bound set of incorporation documents
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Compliance fee
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Nominee service per year
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Bank Account Pre-approval
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Price
4 190 USD

4 190 USD

4 690 USD

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Core Services

— Incorporation

Price3 850 EUR

(including incorporation tax and state registry fee)

— Annual government fees

Priceincluded

(Stamp Duty) and Companies House incorporation fee

— Corporate legal services

Price4 950 EUR

(including registered address and registered agent)

—Delivery of documents by courier mail

Price110 EUR

DHL or TNT, at cost of a Courier Service

Nominee Director

Paid-up “nominee director” set includes the following documents

Nominee Shareholder

Paid-up “nominee shareholder” set includes the following documents

Compliance fee

Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)

Basic

Price250 USD

simple company structure with only 1 physical person

For legal entity in structure under GSL administration

Price50 USD

additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

For legal entity in structure not under GSL administration

Price100 USD

additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

For client with high risk Status

Price250 USD

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    General information

    Romania is a state located in South-Eastern Europe. Partially located in the northeastern part of the Balkan Peninsula. In the southeast, it is washed by the Black Sea. It shares borders with Ukraine, Moldova, Hungary, Serbia and Bulgaria.

    The area of Romania is 238,391 square kilometers, and the population is 19.401.658 people (for 2018). By ethnic composition, 89.5% are Romanians; 6.6% are Hungarians; 2.5% are Roma; 0.3% - Ukrainians; 0.3% - Germans; 0.2% - Russians; 0.2% - Turks; 0.4% - others.

    The capital of Romania is Bucharest.

    Official language is Romanian.

    National currency - Leu (RON). 1 USD equals 4,39 RON.

    Climate Romania is moderate; cold, cloudy winters with frequent snows and fogs; sunny summer with frequent showers and thunderstorms; average January temperatures in the plains are from 0 ° С to -5 ° С, in the mountains up to -10 ° С with short-term minima up to -30 ° С; in July, the temperature on the plains ranges from + 20 ° C to + 23 ° C.

    Time difference with Moscow is minus 1 hour.

    Literacy rate - 98,8%.

    Calling code - +40.

    History

    The first people appeared here already in the 3rd - 4th millennium BC.

    In the XIV century. formed two feudal principalities of Moldavia and Wallachia, which were conquered by the Ottoman Empire. Later, different parts of Romania were divided between Austria and the Ottoman Empire.

    In the XIX century. under Ottoman sovereignty, the United Principality of Wallachia and Moldavia was created.

    In 1877, the parliament proclaimed the complete independence of Romania, and a year later it received international recognition. The proclamation of Romania as a kingdom took place in 1881.

    In the First World War, she sided with the Entente.

    After rapprochement with the Third Reich in World War II, Romania fought on the side of Germany until 1944. Later, it signed an agreement to join the anti-Hitler coalition.

    The formation of the People's Republic of Romania took place in 1947. A course was taken to build socialism. After the 1989 revolution, the first free elections and the adoption of the Romanian Constitution took place.

    In 2004 Romania joined NATO, and in 2007 it became a member of the EU.

    Government

    Romania is a presidential-parliamentary republic.

    Head of State is a president elected by the population for a 4-year term.

    Executive power Head of government: Prime Minister, Deputy. Government: Council of Ministers appointed by the Prime Minister.

    Legislature - The bicameral parliament consists of the Senate (176 seats) and the Chamber of Deputies (412 seats).

    Judicial power - The body of constitutional oversight - the Constitutional Court, the highest court - the High Court of Cassation of Justice, the courts of appeal - the courts of appeal, the courts of first instance - the tribunals, the lowest level of the judicial system - the jurisdictions.

    Economics

    One of the largest sectors of the economy is oil production, Rompetrol occupies a significant market share, however, oil reserves are insignificant and its production is constantly decreasing.

    Since the mid-2000s, Romania's oil consumption has been about twice its own production, and this also applies to oil imports and exports.

    Romania has reserves and is producing natural gas, but in recent years the country has been forced to import gas to meet its needs.

    The leading branch of agriculture is crop production, grain farming. Viticulture is developed. In animal husbandry - sheep and cattle breeding.

    Tourism is developing. The largest resort region of the country is the Black Sea coast of Romania.

    The main items of Romanian export are mechanical engineering and metallurgical products. Imports are dominated by mechanical engineering products, raw materials, including oil and gas, textiles and products from it. The distribution of the labor force is about 30% in agriculture, 23% in industry, 47% in the service sector (2006).

    The main partners in foreign trade are Germany, Italy, France, Hungary (for 2017).

    GDP per capita - 33.833 (as of 2021), 46th in the world (IMF list).

    General corporate information

    System of law

    Romania belongs to the Romano-Germanic legal family.

    Most of the main branches of law were codified in the second half of the 19th century; some codes from this period are still partially in effect.

    In 1950-1980. The Romanian legal system, while maintaining a strong connection with Romano-Germanic law, was part of the socialist legal family.

    In the 1990s. Romania's legal system has been largely updated in accordance with the principles and norms of the democratic Constitution of 1991.

    The sources of law in Romania are legislative and other normative acts, ratified international treaties, decisions of the Constitutional Court. The hierarchy of normative acts includes the Constitution, constitutional, organic or ordinary laws, decrees of the President, ordinances and decisions of the Government, orders and instructions of ministries, acts of local authorities and self-government.

    Organizational and legal forms

    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.

    Register

    Company name

    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).

    Company registration

    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.

    Registered Office

    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.

    Print

    There are no printing requirements.

    Information availability

    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.

    Company structure

    Administrator

    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.

    Secretary

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

    Members/Shareholders

    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.

    Beneficiaries

    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.

    Share Capital and Shares

    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.

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